Obligation Lufthansa Deutsche AG 5.25% ( XS2965681633 ) en EUR

Lufthansa Deutsche AG

103.56 % ▲

Allemagne

XS2965681633 ( en EUR )

5.25% par an ( paiement annuel )

14/01/2055

Prospectus brochure de l'obligation Deutsche Lufthansa AG XS2965681633 en EUR 5.25%, échéance 14/01/2055

15/01/2026 ( Dans 6 jours )

Deutsche Lufthansa AG est une compagnie aérienne allemande et le plus grand groupe aérien d'Europe, opérant des vols passagers et cargo à travers le monde avec plusieurs filiales.

L'Obligation émise par Lufthansa Deutsche AG ( Allemagne ) , en EUR, avec le code ISIN XS2965681633, paye un coupon de 5.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/01/2055

Prospectus dated 10 January 2025

Deutsche Lufthansa Aktiengesellschaft
(Cologne, Federal Republic of Germany)
as Issuer
EUR 500,000,000
Subordinated Resettable Fixed Rate Notes due 2055
with a First Optional Redemption Date in 2030
ISIN XS2965681633, Common Code 296568163, WKN A4DFCC, Issue price: 100.00%
Deutsche Lufthansa Aktiengesellschaft (the "Issuer") will issue on 15 January 2025 (the "Issue Date")
EUR 500,000,000 Subordinated Resettable Fixed Rate Notes due 2055 with a First Optional Redemption Date
in 2030 (the "Notes"), in the denomination of EUR 100,000 per Note.
The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
The Notes will bear interest from and including 15 January 2025 (the "Interest Commencement Date") to but
excluding 15 January 2031 (the "First Reset Date") at a rate of 5.250% per annum. Thereafter, unless
previously redeemed, the Notes will bear interest (i) from and including the First Reset Date to but excluding
15 January 2036 (the "First Step-up Date") at a rate per annum equal to the applicable 5-year EUR mid swap
rate for the Reset Period (as defined in § 3 of the terms and conditions of the Notes (the "Terms and
Conditions")) plus 285.5 basis points per annum (no step-up), (ii) from and including the First Step-up Date to
but excluding 15 January 2051 (the "Second Step-up Date") at a rate per annum equal to the applicable 5-year
EUR mid swap rate for the Reset Period plus 310.5 basis points per annum (including a step-up of 25 basis
points) and (iii) from and including the Second Step-up Date to but excluding 15 January 2055 (the "Maturity
Date") at a rate per annum equal to the applicable 5-year EUR mid swap rate for the Reset Period plus 385.5
basis points per annum (including a step-up of 100 basis points).
Interest on the Notes is scheduled to be paid annually in arrear on 15 January in each year, commencing on
15 January 2026.
Unless previously redeemed or repurchased and cancelled, the Notes will be redeemed at par on the Maturity
Date.
The Issuer is entitled to defer interest payments on the Notes under certain circumstances (as set out in § 3(8)
of the Terms and Conditions) (such payments the "Deferred Interest Payments").
The Issuer may pay such Deferred Interest Payments at any time upon due notice (as set out in § 3(8)(b) of the
Terms and Conditions) and it shall pay such Deferred Interest Payments (in whole, but not in part) under certain
other circumstances (as set out in § 3(8)(c) of the Terms and Conditions). Such Deferred Interest Payments will
not bear interest themselves.
The Issuer may, at its option, redeem the Notes prior to the Maturity Date on the terms set forth in § 4 of the
Terms and Conditions.
The Notes will initially be represented by a temporary global note in bearer form (the "Temporary Global
Note"). Interests in the Temporary Global Note will be exchangeable, in whole or in part, for interests in a
corresponding permanent global note (the "Permanent Global Note" and together with the Temporary Global
Note, the "Global Notes") not earlier than 40 days after the Issue Date, upon certification as to non-U.S.
beneficial ownership.

This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 6.3 of Regulation
(EU) 2017/1129 of 14 June 2017 on the prospectus to be published when securities are offered to the public or
admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the "Prospectus
Regulation"). 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 has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg
("CSSF") in its capacity 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 neither be considered as an endorsement of the Issuer that is
subject of this Prospectus nor of the quality of the securities that are the subject of this Prospectus. The CSSF
gives no undertaking as to the economic and financial soundness of the transaction or the quality or solvency of
the Issuer. Investors should make their own assessment as to the suitability of investing in the Notes.
This Prospectus will be valid until 10 January 2026 and may in this period be used for admission of the Notes
to trading on a regulated market. In case of a significant new factor, material mistake or material inaccuracy
relating to the information included in this Prospectus which may affect the assessment of the Notes, the Issuer
will prepare and publish a supplement to the Prospectus without undue delay in accordance with Article 23 of
the Prospectus Regulation. The obligation of the Issuer to supplement this Prospectus will cease to apply upon
expiry of the validity period of this Prospectus or the time when trading on a regulated market begins.
Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the official list of
the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock
Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market for
the purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on
markets in financial instruments (as amended, "MiFID II").
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 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.
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"), the United Kingdom
(the "UK") or anywhere else.
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 the 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 2 of this Prospectus.
Joint Global Coordinators and Joint Bookrunners
Citigroup
HSBC
J.P. Morgan
Joint Bookrunners
Crédit Agricole CIB
Morgan Stanley
Société Générale Corporate & Investment
UniCredit
Banking

II

RESPONSIBILITY STATEMENT
The Issuer with its registered office in Germany accepts responsibility for the information contained in this
Prospectus and hereby declares that the information contained in this Prospectus is, to the best of its knowledge,
in accordance with the facts and contains no omission likely to affect its import.
The Issuer further confirms that (i) this Prospectus contains all relevant information with respect to the Issuer
(also referred to as "Lufthansa AG " herein) and its consolidated subsidiaries taken as a whole, ("Lufthansa"
"we", "us", "our" or the "Lufthansa Group") and to the Notes which is material in the context of the issue and
the offering of the Notes, including all relevant information which, according to the particular nature of the
Issuer and of the Notes is necessary to enable investors and their investment advisers to make an informed
assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and the
Lufthansa Group and of the rights attached to the Notes; (ii) the statements contained in this Prospectus relating
to the Issuer, the Lufthansa Group and the Notes are in every material respect true and accurate and not
misleading; (iii) there are no other facts in relation to the Issuer, the Lufthansa Group or the Notes the omission
of which would, in the context of the issue and offering of the Notes, make any statement in the Prospectus
misleading in any material respect; and (iv) reasonable enquiries have been made by the Issuer to ascertain such
facts and to verify the accuracy of all such information and statements.
NOTICE
No person is authorized to give any information or to make any representation other than those contained in this
Prospectus and, if given or made, such information or representation must not be relied upon as having been
authorized by or on behalf of the Issuer or Citigroup Global Markets Europe AG, HSBC Continental Europe,
J.P. Morgan SE (each a "Joint Global Coordinator and Joint Bookrunner" and, together, the "Joint Global
Coordinators and Joint Bookrunners") and Crédit Agricole Corporate and Investment Bank, Morgan Stanley
Europe SE, Société Générale, UniCredit Bank GmbH (each an "Joint Bookrunner" and, together with the Joint
Global Coordinators and Joint Bookrunners, the "Bookrunners").
This Prospectus should be read and understood in conjunction with any supplement hereto and with all
documents incorporated herein or therein by reference.
The legally binding language of this Prospectus is English except for the Terms and Conditions in respect of
which German is the legally binding language.
In this Prospectus, all references to "", "EUR" or "Euro" are to the currency introduced at the start of the third
stage of the European economic and monetary union, and as defined in Article 2 of Council Regulation (EC)
No. 974/98 of 3 May 1998 on the introduction of the Euro, as amended. References to "US$" and "U.S. dollar"
are to United States dollars. References to "billions" are to thousands of millions.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. This Prospectus does
not constitute an offer of Notes or an invitation by or on behalf of the Issuer or the Bookrunners to purchase any
Notes. Neither this Prospectus nor any other information supplied in connection with the Notes should be
considered as a recommendation by the Issuer or the Bookrunners to a recipient hereof and thereof that such
recipient should purchase any Notes.
This Prospectus reflects the status as at its date. The offering, sale and delivery of the Notes and the distribution
of the Prospectus may not be taken as an implication that the information contained herein is accurate and
complete subsequent to the date hereof or that there has been no adverse change in the financial condition of
the Issuer since the date hereof.
To the extent permitted by the laws of any relevant jurisdiction, none of the Bookrunners, any of its affiliates or
any other person mentioned in the Prospectus, except for the Issuer, accepts responsibility for the accuracy and
completeness of the information contained in this Prospectus or any other documents incorporated by reference
and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons
accept any responsibility for the accuracy and completeness of the information contained in any of these
documents. The Bookrunners have not independently verified any such information and accept no responsibility
for the accuracy thereof.

III

This Prospectus does not constitute, and may not be used for the purposes 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 offer or solicitation.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required to inform themselves
about and to observe any such restrictions. For a description of the restrictions see the section "Subscription and
Sale of the Notes - Selling Restrictions" below. In particular, the Notes have not been and will not be registered
under the Securities Act and are subject to United States tax law requirements. Subject to certain exceptions,
the 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").
For the avoidance of doubt, the content of any website referred to in this Prospectus does not form part of this
Prospectus and the information on such websites has not been scrutinized or approved by the CSSF as competent
authority under the Prospectus Regulation.
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION
In connection with Section 309B of the Securities and Futures Act 2001 of Singapore (the "SFA") and the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations
2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the
SFA), that the Notes are `prescribed capital markets products' (as defined in the CMP Regulations 2018) and
Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
MIFID II PRODUCT GOVERNANCE / TARGET MARKET: PROFESSIONAL INVESTORS AND
ECPS ONLY
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 and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, 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.

IV

PRIIPS REGULATION / PROHIBITION OF SALES TO EEA AND 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 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 (EU) 2016/97 of the European Parliament and of the Council of 20 January
2016 (as amended, the "IDD"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation
(EU) No 1286/2014 of 26 November 2014 on key information documents for packaged retail and insurance-
based investment products (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.
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 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 Act 2000 (the "FSMA")
and any rules or regulations made under the FSMA to implement the IDD, 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. Consequently, no key information document required by
Regulation (EU) No 1286/2014 of 26 November 2014 on key information documents for packaged retail and
insurance-based investment products 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.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting
an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the Bookrunners the
foregoing representations, warranties, agreements and undertakings will be given by and be binding upon both
the agent and its underlying client.
BENCHMARK REGULATION: STATEMENT ON REGISTRATION OF BENCHMARK
ADMINISTRATOR
Following the First Reset Date, interest amounts payable under the Notes are to be calculated by reference to
the annual swap rate for swap transactions denominated in EUR with a term of 5 years, which appears on the
Reuters Screen Page "ICESWAP2" under the heading "EURIBOR BASIS" as of 11.00 a.m. (Frankfurt time)
on the Interest Determination Date, and which is provided by ICE Benchmark Administration Limited ("IBA").
The annual swap rate for swap transactions denominated in Euro is calculated by reference to the Euro Interbank
Offered Rate ("EURIBOR") which is provided by the European Money Market Institute ("EMMI").
As at the date of this Prospectus, EMMI 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 8 June 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, as amended (the "Benchmarks Regulation"), while IBA does
not appear on the ESMA register.

V

STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, J.P. MORGAN SE (THE "STABILISATION
MANAGER") (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISATION MANAGER)
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, STABILISATION MAY NOT NECESSARILY OCCUR. ANY
STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF
BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF
30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST
BE CONDUCTED BY THE STABILISATION MANAGER (OR ANY PERSON ACTING ON BEHALF
OF THE STABILISATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements, including statements using the words "believe",
"anticipate", "intend", "expect", "will", "plans", "may" or other similar terms. This applies in particular to
statements under the caption "Description of the Issuer and the Lufthansa Group" and statements elsewhere in
this Prospectus relating to, among other things, the future financial performance, plans and expectations
regarding developments in the business of the Issuer and Lufthansa Group. These forward-looking statements
are subject to a number of risks, uncertainties, assumptions and other factors that may cause the actual results,
including the financial position and profitability of the Issuer or the Lufthansa Group, to be materially different
from or worse than those expressed or implied by these forward-looking statements. Neither the Issuer nor the
Bookrunners do assume any obligation to update such forward-looking statements and to adapt them to future
events or developments.
PRESENTATION OF FINACIAL INFORMATION, ROUNDING
Unless indicated otherwise, all financial information presented in the text and tables included in this Prospectus
is shown in millions of Euro (in EUR million). Certain financial information, including percentages, has been
rounded according to established commercial standards. As a result, rounded figures in the tables in this
Prospectus may not add up to the aggregate amounts in such tables (sum totals or subtotals), which are calculated
based on unrounded figures. Furthermore, differences and ratios are calculated based on unrounded figures.
ALTERNATIVE PERFORMANCE MEASURES
This Prospectus contains certain alternative performance measures ("APMs") which are not recognised
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 the Issuer including the related notes.

VI

TABLE OF CONTENTS
Risk Factors ......................................................................................................................................................... 2
Terms and Conditions of the Notes ................................................................................................................... 33
Use of Proceeds ................................................................................................................................................. 75
Description of the Issuer and the Lufthansa Group ........................................................................................... 76
Taxation ............................................................................................................................................................. 92
Subscription and Sale of the Notes .................................................................................................................... 96
General Information ........................................................................................................................................ 102
Documents Incorporated by Reference ........................................................................................................... 104

1

RISK FACTORS
Before deciding to purchase the Notes, investors should carefully review and consider the following risk factors
and the other information contained in this Prospectus. Should one or more of the risks described below
materialize, this may have a material adverse effect on the business, prospects, shareholders' equity, assets,
financial position and results of operations (Vermögens-, Finanz- und Ertragslage) or general affairs of the
Issuer or the Lufthansa Group. Moreover, if any of these risks materialise, the market value of the Notes and
the likelihood that the Issuer will be in a position to fulfil its payment obligations under the Notes may decrease,
in which case the holders of the Notes ("Holders") could lose all or part of their investments. Factors which
the Issuer believes may be material for the purpose of assessing the market risks associated with the Notes are
also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Notes, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with the
Notes for other unknown reasons than those described below. Additional risks of which the Issuer is not
presently aware could also affect the business operations of the Lufthansa Group and have a material adverse
effect on the business activities and financial condition and results of operations of the Lufthansa Group.
Prospective investors should read the detailed information set out elsewhere in this Prospectus (including any
documents incorporated by reference herein) and reach their own views prior to making any investment
decision.
Words and expressions defined in the Terms and Conditions shall have the same meanings in this section.
The following risk factors are organized in categories depending on their respective nature.
Potential investors should, among other things, consider the following:
Risks related to the Issuer
Risks related to Lufthansa Group's business activities and operations
Lufthansa Group faces intense competition.
Lufthansa Group operates in a highly competitive market. Lufthansa Group faces competition in the network
carrier sector as well as in the low-cost point-to-point segment. Among others, changes in customer behavior
and the emergence and rapid growth of low-cost airlines in a variety of its markets have intensified the price
and cost-competitive nature of the airline industry. In addition, because Lufthansa Group strives to offer its
customers a premium experience, it also faces competition from carriers that seek to deliver higher quality for
a comparable price.
Ongoing changes in demand after the coronavirus pandemic, the Russian war of aggression against Ukraine and
the influence of the climate debate mean that long-term market growth is expected to be lower than in the past.
In addition, supply-side bottlenecks such as limited infrastructure and restrictions in supply chains act as further
brakes on the development of air traffic. Cost competition, which is already prevalent in many segments of the
airline market, will intensify further as a result of the changed market environment. In the case of other airlines
increasing their capacity offering at a higher speed especially in their long-haul network, Lufthansa Group may
experience losses in market share in these markets.
In particular, Lufthansa Group continues to face heavy competition from low-cost and ultra-low-cost airlines.
Lufthansa Group believes that the cost at which it produces its services, including, among others, as a result of
labor-related cost impact, is higher compared to the cost base of low-cost and ultra-low-cost airlines.
Accordingly, Lufthansa Group's competitors may be in a position to offer flights at significantly lower prices
than Lufthansa Group can or at prices below cost in order to capture or secure market share. The further growth
of low-cost airlines and ultra-low-cost airlines could impair its growth, result in a decrease of Lufthansa Group's
profitability or may lead to a decline in market share. This competition is expected to further increase as various
low cost and ultra-low-cost-airlines have announced their intention to enter into a price competition.
Through Lufthansa Group's Passenger Airlines business segment (collectively, the "Passenger Airlines"),
Lufthansa Group has focused on providing all-in fares, meaning that, in the majority of its booking classes,
onboard food and beverages, carry-on item(s) and seat reservations were included. In contrast, Lufthansa Group

2

believes that the majority of European low-cost airlines and ultra-low-cost airlines aim to attract customers by,
among others, offering "flight only" fares, meaning that the price of a ticket would typically only include the
transportation, limited or no carry-on luggage and frequently not include seat reservations or on-board services,
to attract customers by very low initial ticket prices. There can be no assurance that Lufthansa Group will be
able to successfully adapt its fare structure in the future or to ultimately win customers over its competitors.
In addition, economic uncertainty in specific markets or on specific routes may cause competitors to
progressively transfer their capacity to markets and routes that Lufthansa Group also serves, resulting in
increased competition in these markets and on these routes. Such a development would result in increased
competition on such routes and negatively impact pricing for Lufthansa Group, despite a high share of joint
venture traffic in this region.
Competitors of the Passenger Airlines include airlines serving larger catchment areas than Lufthansa Group
does. These airlines may have greater financial resources and lower cost structures than Lufthansa Group does,
particularly with regard to point-to-point flights within Continental Europe and flights to Asia and North
America.
Some of the airlines with which Lufthansa Group competes are wholly or partially owned by governments.
Governments may provide such airlines with access to larger and less expensive sources of funding (including
state subsidies), which could entail a material competitive advantage. If governments were to provide one or
more of Lufthansa Group's competitors with unilateral subsidies or other forms of government assistance,
including the buildup of extensive infrastructure, this could result in market distortions and materially weaken
Lufthansa Group's competitive position. The expansion of state-owned airlines continues to be a competitive
threat to Lufthansa Group. Certain airlines that are operating in relatively small home markets continue to ensure
utilization of their extensive capacity by transit passengers transported through their hubs, which they primarily
achieve by offering very low fares for travel to and from Europe and other large travel markets or by forming
co-operations with or by acquiring interests in other, in particular European, airlines. While Lufthansa Group
operates the majority of its business based on the framework of EU regulations (including the principles of an
economic competition between market participants under comparable legal prerequisites (e.g., labor law, the
regulation/absence of state aid, merger control, infrastructural access)), some of its global (state-owned)
competitors focus on unique aspects of business (e.g., infrastructural development, deviation of business and
creation of touristic traffic streams), rather than a commercially successful operation. Lufthansa Group does not
believe that it is in a position to adequately counteract such global market imbalances in the foreseeable future,
if at all.
In some cases, Lufthansa Group is exposed to strong competitive pressure in its maintenance, repair and
overhaul services ("MRO") business segment, and faces significant risks in relation to the loss of customers to
other suppliers within this business segment, including as a result of de-consolidation in the market and
increased price competition. For example, the market position of the original equipment manufacturers with
which Lufthansa Technik Aktiengesellschaft ("Lufthansa Technik") competes results in high barriers to entry,
especially for new aircraft models, and makes it more difficult to gain access to licenses and intellectual
property. Original equipment manufacturers use their competitive advantages in the aftermarket to compensate
for reduced volume of new business and high development costs. The expansion of original equipment
manufacturers' market position therefore presents a key challenge for Lufthansa Group's MRO services. In
addition, new and established competitors are trying to transform the market for MRO services with data-based
services and digital capabilities, which could result in increasing competition for Lufthansa Technik.
Risks also arise, for example, in cases where long-term contracts between Lufthansa Group's companies with
their customers, especially in the MRO business segment, are not renewed, which would lead to sustained
deterioration in the income situation of the affected companies.
Lufthansa Group's business activities are dependent on the availability of airspace, air traffic controllers,
airport slots and products and services provided by airports and other third parties.
The capacity and amount of airspace and airport slots available for the use of the civil airline industry is limited
and any further increase in air traffic density could adversely affect Lufthansa Group's ability to offer its
services. Increases in air traffic, especially at high-density hubs, including Frankfurt and Munich, Germany,
may lead to shortages of available slots and increasing cost competition.

3

Although Lufthansa Group believes that it, as one of the largest airlines operating from the airports in Frankfurt
and Munich, Germany, may benefit from regional strength and legacy commitments, there can be no assurance
that Lufthansa Group will be in a position to retain its take-off and landing slots at either airport to the extent it
so requires to efficiently operate its business. Additionally, any changes to the offering at or an increase in
competition for slots at the airports in Frankfurt and Munich, Germany, and at any of the other coordinated
airports which Lufthansa Group frequents, including Brussels, Belgium, Zurich, Switzerland, and Vienna,
Austria, may affect its ability to maintain or increase the flight services it offers.
As a result of its market position, Lufthansa Group may be subject to antitrust proceedings and risks in Germany
and within the European Union. Among others, Lufthansa Group could be required, under current or future
regulations or in connection with acquisitions, to transfer commercially significant take-off and landing slots to
competitors, be prohibited from obtaining additional take-off and landing slots, which would otherwise require
Lufthansa Group to expand its business activities and operations in the future and maintain feeder flight
arrangements.
The legal basis for the allocation of take-off and landing slots, noise-related operational restrictions and ground
handling within the European Union have been under review since 2011. Regulation (EU) No 598/2014 of the
European Parliament and of the Council of 16 April 2014, on the establishment of rules and procedures with
regard to the introduction of noise-related operating restrictions at airports located in the European Union within
a balanced approach has been in force since 2014. A European regulation on ground handling procedures was
withdrawn in 2015. The European Commission has begun the consultation process for a fundamental revision
of the Council Regulation (EEC) No 95/93 of 18 January 1993 on common rules for the slots at community
airports (the "Slot Allocation Regulation"), but the timing for any legislative initiatives remains unclear.
Ultimately, there can be no assurance whether European regulations will be implemented or that any regulations
would not adversely affect Lufthansa Group's ability to conduct its business. Furthermore, the regulations
regarding ground handling at European airports may, in the future, be revised, the scope, timing or effects of
which on Lufthansa Group's business or the airline industry as a whole cannot be predicted.
In addition to the general availability of airspace, air traffic controllers and take-off and landing slots, Lufthansa
Group is dependent on the provision of services by third parties, such as providers of ground handling services
(including aircraft fuelling and baggage handling), general airport services and the availability of the requisite
airport infrastructure. Furthermore, other than in relation to third parties for the provision of operational services,
Lufthansa Group is also dependent on general third-party service providers and suppliers. These provide, for
example, distribution systems, which serve as an interface between the various indirect booking channels, such
as agencies, and Lufthansa Group's inventory system booking and ticketing platforms, general IT services,
insurers, communication providers and energy suppliers. If any of these third-party services were temporarily
or permanently unavailable, including as a result of personnel shortages, strikes or cancellation of contracts, or
were only available on commercially unreasonable terms, Lufthansa Group's operating performance could be
adversely affected. For example, the global air traffic system became overstretched following the rebound of
air traffic during the summer of 2022, particularly as a result of personnel shortages affecting airports, ground
handling service providers, air traffic control and airlines, resulting in the need to cancel flights.
Lufthansa Group is also exposed to the risk of supply chain disruptions. Lufthansa Group depends on the timely
delivery of replacement parts, engines and aircraft from third-party suppliers, the unavailability of which, could
result in changes to flight plans, as well as flight delays and cancellations. For example, bottlenecks caused by
the limitations of infrastructure or disruption to logistics networks due to geopolitical events could result in an
inability to obtain replacement parts when needed, which could force aircraft to remain grounded for extended
periods of time. In addition, Lufthansa Group's suppliers could be adversely affected by rising energy prices or
energy shortages, a lack of raw materials or components, staff shortages or insolvency, which could in turn
jeopardize Lufthansa Group's business operations. In particular, supply chain disruptions have made it difficult
for aircraft manufacturers to ramp up their rate of production following in particular the SARS-CoV-2
("COVID-19") pandemic, resulting in delayed deliveries of aircraft.
In addition, design defects could result in disruption to Lufthansa Group's operations, shortages of spare parts
and higher maintenance costs, and costs associated with defects may not be fully compensated by manufacturers.
For example, Lufthansa Group has experienced problems related to Pratt & Whitney engines of the PW1100G
engine family, which affects the Airbus A320neo and Airbus A220 aircraft fleet. The problems arise from a

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