Obligation ZF Friedrichshafen AG 2.25% ( XS2399851901 ) en EUR

ZF Friedrichshafen AG

90.13 % ▼

Allemagne

XS2399851901 ( en EUR )

2.25% par an ( paiement annuel )

02/05/2028

Prospectus brochure de l'obligation ZF Friedrichshafen XS2399851901 en EUR 2.25%, échéance 02/05/2028

03/05/2026 ( Dans 275 jours )

ZF Friedrichshafen AG est un équipementier automobile allemand spécialisé dans les systèmes de transmission, de châssis et de sécurité active et passive.

L'Obligation émise par ZF Friedrichshafen AG ( Allemagne ) , en EUR, avec le code ISIN XS2399851901, paye un coupon de 2.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 02/05/2028

Base Prospectus dated April 21, 2023

This document constitutes three base prospectuses for the purposes of article 8(1) of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of June 14, 2017, as amended (the Prospectus Regulation): (i) the base prospectus
of ZF Friedrichshafen AG, Friedrichshafen, Federal Republic of Germany in respect of non-equity securities within the
meaning of article 2(c) of the Prospectus Regulation (Non-Equity Securities), (ii) the base prospectus of ZF Finance GmbH,
Friedrichshafen, Federal Republic of Germany in respect of Non-Equity Securities and (iii) the base prospectus of ZF Europe
Finance B.V., Amsterdam, The Netherlands in respect of Non-Equity Securities.

ZF Friedrichshafen AG
(Friedrichshafen, Federal Republic of Germany)
as Issuer
and, in respect of Notes issued by ZF Finance GmbH and ZF Europe Finance B.V.,
as Guarantor

ZF Finance GmbH
(Friedrichshafen, Federal Republic of Germany)
as Issuer

ZF Europe Finance B.V.
(Amsterdam, The Netherlands)
as Issuer

EUR 7,500,000,000

Debt Issuance Programme
(the Programme)
Under this base prospectus (together with any documents incorporated by reference herein, the Prospectus), each
of ZF Friedrichshafen AG, ZF Finance GmbH and ZF Europe Finance B.V. (each an Issuer and together the
Issuers) may, subject to compliance with all relevant laws, regulations and directives, from time to time issue
unsubordinated bearer notes in a minimum denomination of EUR 100,000 per Note (together the Notes). The
payments of all amounts due in respect of Notes issued by ZF Finance GmbH and ZF Europe Finance B.V. will
be unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG (in such capacity, the Guarantor). The
aggregate principal amount of Notes issued under the Programme outstanding will not at any time exceed
EUR 7,500,000,000 (or the equivalent in other currencies).
The principal amount of the Notes, the issue currency, the interest payable in respect of the Notes, the issue prices
and maturities of the Notes and all other terms and conditions which are applicable to a particular Series and, if
applicable, Tranche of Notes (each term as defined below, see "1 General Description of the Programme") will
be set out in the document containing the final terms (each referred to as Final Terms) within the meaning of
article 8(4) of the Prospectus Regulation.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the CSSF) in
Luxembourg as competent authority under the Prospectus Regulation and the Luxembourg Act relating to
prospectuses for securities dated July 16, 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs
mobilières, the Luxembourg Law). 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 Issuers or the Guarantor or of the quality of the Notes issued under the
Programme. 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 and financial soundness of the
operation or the quality or solvency of each Issuer pursuant to article 6(4) Luxembourg Law.
Application has been made to list Notes on the official list of the Luxembourg Stock Exchange and to admit Notes
to trading on the Luxembourg Stock Exchange's regulated market "Bourse de Luxembourg". 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 (MiFID II). 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 as specified in the relevant Final Terms.

This Prospectus and any supplement to this Prospectus will be published in electronic form, together with all
documents incorporated by reference, on the website of the Luxembourg Stock Exchange (www.LuxSE.com). This
Prospectus is valid for a period of twelve months after its approval. The validity ends upon expiration of April 21,
2024. The obligation to supplement this Prospectus in accordance with article 23 of the Prospectus Regulation in
the event of a significant new factor, material mistake or material inaccuracy does not apply when this Prospectus
is no longer valid.
This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any
jurisdiction where such offer or solicitation is unlawful.
The Notes and the Guarantee have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the Securities Act) and subject to certain exceptions, the Notes may not be offered or
sold within the United States or to, or for the account or benefit of, U.S. persons.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of
their exposure to risks and that they consider the suitability of the Notes as an investment in light of their own
circumstances and financial condition. Investing in the Notes involves certain risks. Please review the section
entitled "Risk Factors" beginning on page 12 of this Prospectus.
Arranger
Deutsche Bank

Dealers
Bank of China
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
DBS Bank Ltd.
Deutsche Bank
DZ BANK AG
Goldman Sachs Bank Europe SE
Helaba
ING
J.P. Morgan
Landesbank Baden-Württemberg
Mizuho
Santander Corporate &
SEB
SMBC
Investment Banking

UniCredit

2

RESPONSIBILITY STATEMENT
ZF Friedrichshafen AG with its registered office in Friedrichshafen, Federal Republic of Germany (ZF, ZF AG,
the Company or the Guarantor), ZF Finance GmbH, with its registered office in Friedrichshafen, Federal Republic
of Germany (ZF Finance GmbH) and ZF Europe Finance B.V., with its registered office in Amsterdam, The
Netherlands (ZF Europe Finance B.V.) (the Company, ZF Finance GmbH and ZF Europe Finance B.V. each an
Issuer and together the Issuers) accept responsibility for the information contained in this Prospectus and for the
information which will be contained in the Final Terms (as defined herein).
Each Issuer and the Guarantor hereby declares that, to the best of its knowledge, the information contained in this
Prospectus for which it is responsible is in accordance with the facts and contains no omission likely to affect its
import.
CERTAIN DEFINED TERMS
The terms ZF Group and Group or we, us or our as used in this Prospectus refer to ZF Friedrichshafen AG and
its consolidated subsidiaries.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with any other
documents incorporated herein by reference and, in relation to any tranche of Notes (each a Tranche), together
with the relevant Final Terms. Full information on the Issuers and any Tranche is only available on the basis of
the combination of this Prospectus, any supplement to this Prospectus and the relevant Final Terms.
This Prospectus 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 nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuers since the date
hereof or the date upon which this Prospectus has been most recently supplemented or that there has been no
adverse change in the financial position of the Issuers since the date hereof or the date upon which this Prospectus
has been most recently supplemented or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
No person has been authorized to give any information which is 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 any
Issuer or any other information in the public domain and, if given or made, such information must not be relied
upon as having been authorized by the Issuers, the Dealers or any of them.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuers, is
responsible for the information contained in this Prospectus or any supplement hereto, or any Final Terms or any
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.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come are
required to inform themselves about and observe any such restrictions. For a description of the restrictions
applicable in the United States of America (United States, U.S. or US), the European Economic Area (EEA), the
United Kingdom (the UK), Singapore and Switzerland, see "11.3 Selling Restrictions". In particular, the Notes
have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act),
and include notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes
may not be offered, sold or delivered in, into nor within the United States or to U.S. persons.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by anyone
in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is
unlawful to make such an offer or solicitation.
This Prospectus, any supplement thereto and any Final Terms do not constitute an offer or an invitation to
subscribe for or purchase any Notes and should not be considered as a recommendation by the relevant
3

Issuer or, as applicable, the Guarantor or any Dealer that any recipient of this Prospectus or any Final
Terms should subscribe for or purchase any Notes. Each recipient of this Prospectus or any Final Terms
shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of
the relevant Issuer and, as applicable, the Guarantor.
The language of this Prospectus is English. Any part of this Prospectus in the German language constitutes a
translation. In respect of the issue of any Tranche of Notes under the Programme, the German text of the terms
and conditions of the Notes (the Terms and Conditions) may be controlling and binding if so specified in the
relevant Final Terms. In respect of the German law governed guarantee (the Guarantee) (including the negative
pledge contained therein) the German language version is always controlling and binding.
The information on any website referred to in this Prospectus does not form part of this Prospectus and has not
been scrutinized or approved by the CSSF unless that information is incorporated by reference into this Prospectus.
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 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.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID 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 Product
Governance Rules. None of ZF AG, ZF Finance GmbH and ZF Europe Finance B.V. is a manufacturer or
Distributor for the purposes of MiFID II and its supplementing EU legislative acts.
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 Distributor should
take into consideration the target market assessment; however, a Distributor subject to the UK Financial Conduct
Authority (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 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 UK MiFIR Product Governance Rules. None of ZF AG, ZF Finance GmbH and ZF Europe Finance B.V. is a
manufacturer or Distributor for the purposes of the UK MiFIR Product Governance Rules.
PRIIPS REGULATION - EEA RETAIL INVESTORS If the Final Terms in respect of any Notes include a
legend entitled "Prohibition of Sales to EEA Retail Investors", the relevant Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 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. If the above mentioned legend is included in the relevant Final Terms, 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.
UK PRIIPS REGULATION 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 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 UK 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 Act 2000, as amended (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 UK law by virtue of the EUWA. If the
above mentioned legend is included in the relevant Final Terms, no key information document required by
4

Regulation (EU) No 1286/2014 as it forms part of UK 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.
NOTICE TO CANADIAN INVESTORS The Notes may be sold only to purchasers purchasing, or deemed to
be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the
Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this Prospectus (including any supplement hereto and/or any Final Terms) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should
refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars
of these rights or consult with a legal advisor.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES UNDER THE PROGRAMME,
THE DEALER OR DEALERS (IF ANY) NAMED AS STABILIZATION MANAGER(S) (OR PERSONS
ACTING ON BEHALF OF ANY STABILIZATION MANAGER(S)) 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 PERSON(S) ACTING ON BEHALF OF ANY
STABILIZATION MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
ANY U.S. PERSON WHO HOLDS AN OBLIGATION UNDER THIS PROGRAMME THAT IS
TREATED AS IN BEARER FORM FOR U.S. FEDERAL INCOME TAX PURPOSES WILL BE
SUBJECT TO LIMITATIONS UNDER THE U.S. INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN CLAUSES 165(J) AND 1287(A) OF THE U.S. INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
BENCHMARKS REGULATION - STATEMENT IN RELATION TO ADMINISTRATOR'S
REGISTRATION The Final Terms in respect of any Notes offered on the basis of this Prospectus may specify
that interest amounts payable under the relevant Notes may be calculated by reference to the Euro Interbank
Offered Rate (EURIBOR), which as at the date of this Prospectus is provided by the European Money Markets
Institute (EMMI). As at the date of this Prospectus, each of EMMI and IBA appears on 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, as amended (the Benchmarks Regulation). The registration status of any administrator under the
Benchmarks Regulation is a matter of public record and save where required by applicable law the Issuers do not
intend to include in the relevant Final Terms any information on the registration status of any administrator.
In this Prospectus, all references to , EUR or euro are to the currency introduced at the start of the third stage of
the European economic and monetary union, and defined in article 2 of Council Regulation (EC) No 974/98 of
May 3, 1998, on the introduction of the euro, as amended. U.S. dollars, USD or $ refer to the lawful currency of
the United States.
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.
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 Group operates is
taken from publicly available sources, including, but not limited to, third-party studies or the Group'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 Issuers are aware and are able
5

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 Group's internal estimates and, as such, may differ from the estimates made by the
Group's competitors or from data collected in the future by market research firms or other independent sources.
To the extent the Issuers 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.
Neither the Issuers nor the Dealers have independently verified the market data and other information on which
third parties have based their studies or the external sources on which the Issuers' own estimates are based.
Therefore, the Issuers assume 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 Issuers' own estimates are based. Any
statements regarding the market environment, market developments, growth rates, market trends and competitive
situation presented in this Prospectus regarding the ZF Group and its operating divisions contained in this
Prospectus are based on own estimates and/or analysis unless other sources are specified.
None of the Issuers, the Arranger or any of the Dealers makes any representation as to the suitability of any green
bonds, including the listing or admission to trading thereof on any dedicated 'green', 'environmental', 'sustainable',
'social' or other equivalently-labelled segment of any stock exchange or securities market, to fulfil any green, social,
environmental or sustainability criteria required by any prospective investors. The Arranger and the Dealers have
not undertaken, nor are they responsible for, any assessment of the eligibility criteria for Green Projects (as defined
below), any verification of whether the Green Projects meet such criteria, the monitoring of the use of proceeds of
any green bonds (or amounts equal thereto) or the allocation of the proceeds by the Issuers to particular Green
Projects. No assurance is given by the Issuers, the Arranger or the Dealers or any other person that the use of the
proceeds of issue of any green bonds will satisfy, whether in whole or in part, any present or future investor
expectations or requirements as regards any investment criteria or guidelines with which any investor or its
investments are required to comply. Investors should refer to the green finance framework of ZF AG, any second
party opinion delivered in respect thereof, and any public reporting by or on behalf of the Issuers in respect of the
application of the proceeds of any issue of green bonds for further information. Any such green finance framework
and/or second party opinion and/or public reporting will not be incorporated by reference in this Prospectus and
neither the Arranger nor any of the Dealers makes any representation as to the suitability or contents thereof.
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" 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
the ZF 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 Issuers
make to the best of their present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results, including the ZF 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. The ZF 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: "2 Risk
Factors", "3.1 ZF Friedrichshafen AG", "3.2 ZF Finance GmbH", "3.3 ZF Europe Finance B.V." and "4 Business
of the ZF Group". These sections include more detailed descriptions of factors that might have an impact on the
ZF 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 Issuers 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.
6

ALTERNATIVE PERFORMANCE MEASURES
This Prospectus contains certain alternative performance measures (APMs) such as adjusted EBIT, adjusted EBIT
margin, adjusted EBITDA, free cash flow, adjusted free cash flow, gross debt and net debt which are not
recognized financial measures under the International Financial Reporting Standards 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 this Prospectus. Investors are
cautioned not to place undue reliance on these APMs and are also advised to review them in conjunction with the
consolidated financial statements of ZF AG including the related notes.
7

PRESENTATION OF FINANCIAL INFORMATION
This Prospectus contains historical financial information of each Issuer. Unless otherwise indicated, financial
information relating to the ZF Group presented in the text and tables in the Prospectus is shown in million Euro,
commercially rounded to a whole number. Certain numerical data, financial information and market data
(including ratios and percentages) in this Prospectus are subject to rounding adjustments that were carried out
according to customary commercial standards. As a result, the aggregate amounts or percentages herein may not
in all cases add up exactly to the respective totals or subtotals or may not correspond in all cases to the data
contained in the underlying sources.

8

TABLE OF CONTENTS
1.
General Description of the Programme .................................................................................................. 10
2.
Risk Factors ............................................................................................................................................ 12
3.
General Information on the Issuers and the Guarantor ........................................................................... 48
4.
Business of the ZF Group ....................................................................................................................... 66
5.
Issue Procedures ..................................................................................................................................... 80
6.
Terms and Conditions of the Notes ........................................................................................................ 82
7.
Form of Final Terms ............................................................................................................................. 199
8.
Guarantee .............................................................................................................................................. 220
9.
Use of Proceeds .................................................................................................................................... 232
10.
Taxation Warning ................................................................................................................................. 233
11.
Subscription and Sale ........................................................................................................................... 234
12.
General Information .............................................................................................................................. 239
13.
Documents Incorporated by Reference ................................................................................................. 241
14.
Names and Addresses ........................................................................................................................... 244

9

1.
GENERAL DESCRIPTION OF THE PROGRAMME
1.1
GENERAL
Under this EUR 7,500,000,000 Debt Issuance Programme, the relevant Issuer, subject to compliance with all
relevant laws, regulations and directives, may from time to time issue Notes to one or more of the following
dealers: Banco Santander, S.A., Bank of China (Europe) S.A., Barclays Bank Ireland PLC, BNP Paribas, BofA
Securities Europe SA, Citigroup Global Markets Europe AG, Commerzbank Aktiengesellschaft, DBS Bank Ltd.,
Deutsche Bank Aktiengesellschaft, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main,
Goldman Sachs Bank Europe SE, ING Bank N.V., J.P. Morgan SE, Landesbank Baden-Württemberg, Landesbank
Hessen-Thüringen Girozentrale, Mizuho Securities Europe GmbH, Skandinaviska Enskilda Banken AB (publ),
SMBC Bank EU AG and UniCredit Bank AG, and any additional dealer appointed under the Programme from
time to time by the Issuers, which appointment may be for a specific issue or on an ongoing basis (together, the
Dealers).
Deutsche Bank Aktiengesellschaft acts as arranger in respect of the Programme (the Arranger).
Deutsche Bank Luxembourg S.A. acts as listing agent (the Listing Agent).
Deutsche Bank Aktiengesellschaft will act as fiscal agent (the Fiscal Agent) and paying agent (the Paying Agent).
The maximum aggregate principal amount of the Notes from time to time outstanding under the Programme (the
Programme Amount) will not exceed EUR 7,500,000,000 (or nearly equivalent in another currency). The Issuers
may increase the Programme Amount in accordance with the terms of the Dealer Agreement (as defined herein)
from time to time. If the Issuers decide to increase the amount of the Programme, a supplement to the Prospectus
will be prepared and published on the website of the Luxembourg Stock Exchange.
1.2
ISSUE OF NOTES
Notes issued by ZF Finance GmbH and ZF Europe Finance B.V. will have the benefit of a guarantee (the
Guarantee) given by ZF Friedrichshafen AG (in such capacity the Guarantor). The Guarantee constitutes an
irrevocable, unsecured and unsubordinated obligation of the Guarantor ranking pari passu with all other unsecured
and unsubordinated obligations of the Guarantor.
Notes may be issued on a continuous basis in Tranches, each Tranche consisting of Notes which are identical in
all respects. One or more Tranches, which are expressed to be consolidated and forming a single series and are
identical in all respects, but which may have 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.
Notes will be issued in such denomination as may be agreed between the relevant 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 100,000, and, if in any currency other than euro, an amount in such other currency equivalent to at least
EUR 100,000 at the time of the issue of Notes. Subject to any applicable legal or regulatory restrictions, and
requirements of relevant central banks, Notes may be issued in euro or any other currency.
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
relevant 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 yield and may only be confirmed at or above such yield.
The resulting yield will be used to determine an issue price, all to correspond to the yield.
The yield for Notes with fixed interest rates is calculated in accordance with the ICMA (International Capital
Market Association) method and based on the issue price of the Notes. The ICMA method determines the effective
interest rate of notes taking into account accrued interest on a daily basis.
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 of the Luxembourg Stock Exchange will be
displayed on the website of the Luxembourg Stock Exchange (www.LuxSE.com). In the case of Notes listed on
any other stock exchange in one or more member states of the EEA other than the Grand Duchy of Luxembourg,
the Final Terms will be displayed on the website of ZF (www.zf.com).
The Notes are freely transferable in accordance with the rules and regulations of the relevant Clearing System.

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