Obligation Baywa AG 4.25% ( XS1695284114 ) en EUR

Société émettrice Baywa AG
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Allemagne
Code ISIN  XS1695284114 ( en EUR )
Coupon 4.25% par an ( paiement annuel )
Echéance Perpétuelle



Prospectus brochure de l'obligation BayWa AG XS1695284114 en EUR 4.25%, échéance Perpétuelle


Montant Minimal 1 000 EUR
Montant de l'émission 300 000 000 EUR
Prochain Coupon 11/10/2025 ( Dans 91 jours )
Description détaillée BayWa AG est une société allemande de commerce de gros et de services opérant dans les secteurs de l'agriculture, de l'énergie renouvelable et du bâtiment.

L'Obligation émise par Baywa AG ( Allemagne ) , en EUR, avec le code ISIN XS1695284114, paye un coupon de 4.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle








BayWa Aktiengesellschaft
Up to 300,000,000 Undated Resettable Fixed Rate Subordinated Notes

Issue Price: []%

BayWa Aktiengesellschaft, incorporated as a stock corporation (Aktiengesellschaft) in the Federal Republic of Germany, (the "Issuer" or the
"Company") will issue on October 11, 2017 (the "Issue Date") Undated Resettable Fixed Rate Subordinated Notes (the "Notes") in an aggregate
principal amount of up to 300,000,000 (the "Aggregate Principal Amount"). The Notes will be issued in bearer form in denominations of
1,000 (the "Specified Denomination"). The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
The Notes will bear interest on their aggregate principal amount from and including October 11, 2017 (the "Interest Commencement Date") to,
but excluding, October 11, 2022 (the "First Call Date") at a fixed rate of []% per annum. Thereafter, and unless previously redeemed, the
applicable Rate of Interest for each Interest Period (each as defined in the Terms and Conditions) for the period from (and including) the First Call
Date to (but excluding) the date on which the Issuer redeems the Notes in accordance with the Terms and Conditions shall be the applicable
annual swap rate for Euro swap transactions with a term of 5 years for the relevant Interest Period plus the Margin (as defined in the Terms and
Conditions). Interest shall be scheduled to be paid annually in arrears on October 11 in each year (each an "Interest Payment Date") commencing
on October 11, 2018.
The Issuer is entitled to defer interest payments under certain circumstances (as set out in § 5 of the Terms and Conditions) (such
payment the "Deferred Interest Payments"). The Issuer may pay such Deferred Interest Payments (in whole or in part) at any time upon
due notice (as set out in § 5 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 § 5 of the Terms and Conditions). Such Deferred Interest Payments will not bear interest
themselves.
The Notes do not have a maturity date. The Notes are redeemable by the Issuer at its discretion on the First Call Date or on any Interest
Payment Date thereafter and, in each case as described in the Terms and Condition of the Notes. Additionally, if either a Gross-Up Event,
an Accounting Event, a Tax Event or a Change of Control Event (each as defined in the Terms and Conditions) shall have occurred, the
Issuer may call the Notes for redemption (in whole but not in part) at any time. If the Notes are called by the Issuer upon the occurrence
of a Gross-up Event or a Change of Control Event, the Notes will be redeemed at an amount per Note equal to the Specified
Denomination, plus any interest accrued on the Notes to (but excluding) the Redemption Date and the Change of Control Effective Date
(each as defined in the Terms and Conditions), respectively, but yet unpaid and any Arrears of Interest. If the Notes are called upon the
occurrence of an Accounting Event or a Tax Event or in the event that the Issuer has,purchased Notes equal to or in excess of 85% of the
Aggregate Principal Amount of the Notes initially issued, the Notes will be redeemed (i) at an amount per Note equal to 101% of the
Specified Denomination, plus any interest accrued on the Notes to (but excluding) the Redemption Date but yet unpaid and any Arrears
of Interest payable pursuant to the Terms and Conditions on the specified Redemption Date if such redemption occurs prior to the First
Call Date, or (ii) at an amount per Note equal to the Specified Denomination, plus any interest accrued on the Note to (but excluding) the
Redemption Date but yet unpaid and any Arrears of Interest payable pursuant to the Terms and Conditions on the specified Redemption
Date if such redemption occurs on or after the First Call Date.
The Notes will initially be represented by a Temporary Global Note, without interest coupons, which will be exchangeable in whole or in part for
a Permanent Global Note without interest coupons, not earlier than 40 days after the Interest Commencement Date, upon certification as to non-
U.S. beneficial ownership.
The Issue Price, the aggregate principal amount of Notes to be issued, the interest rate, the margin, the issue proceeds and the yield of the issue to
the First Call Date will be set out in the Pricing Notice (as described under "Offer, Subscription and Sale") which will be published on the website
of the Luxembourg Stock Exchange (www.bourse.lu) on or after the Pricing Date (which is expected to be on or about October 4, 2017) and prior
to the Issue Date.
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5 (3) of Directive 2003/71/EC of the European
Parliament and of the Council of 4 November 2003 (as amended. inter alia, by Directive 2010/73/EU) (the "Prospectus Directive") This
Prospectus will be published in electronic form, together with any supplement thereto, with all documents incorporated by reference on the
website of the Luxembourg Stock Exchange (www.bourse.lu).
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg ("CSSF") in its capacity as competent
authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour
valeurs mobilières), as amended (the "Luxembourg Prospectus Law"). By approving this Prospectus, the CSSF gives no undertaking as to the
economic and financial soundness of the operation or the quality or solvency of the Issuer in line with the provisions of article 7 (7) of the
Luxembourg Prospectus Law. The Issuer has requested the CSSF to provide the competent authorities in Germany and Austria with a certificate of
approval attesting that the Prospectus has been prepared in accordance with the Luxembourg Prospectus Law.
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 "Regulated Market of the
Luxembourg Stock Exchange"), which is a regulated market for the purposes of Directive 2004/39/EC on Markets in Financial Instruments.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Notes are being
offered and sold in offshore transactions outside the United States in reliance on Regulation S under the U.S. Securities Act ("Regulation S"). The
Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation
S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
Sole Global Coordinator
UniCredit Bank
Joint Bookrunners
M.M.Warburg
UniCredit Bank
Co-Lead Managers
BayernLB
DZ BANK AG
The date of this Prospectus is September 29, 2017.







NOTICE
This Prospectus should be read and construed with any supplement thereto and the Pricing Notice and with the
documents incorporated by reference herein.
The Issuer has confirmed to the Managers (as defined herein in "Offer, Subscription and Sale") that this
Prospectus is true and accurate in all material respects and is not misleading; that any opinions and intentions
expressed herein are honestly held and based on reasonable assumptions; that there are no other facts
with respect to the Issuer (hereinafter also referred to as "BayWa AG") or BayWa Group (with BayWa
Aktiengesellschaft as the ultimate parent company and, together with its consolidated subsidiaries, the "Group"
or the "BayWa Group") or the Notes, the omission of which would make this Prospectus as a whole or any
statement herein or opinions or intentions expressed herein misleading in any material respect; and that all
reasonable enquiries have been made to verify the foregoing.
The Issuer has undertaken with the Managers to prepare a supplement to this Prospectus in the event that any
significant new factor, material mistake or inaccuracy relating to the information included in this Prospectus,
which is capable of affecting the assessment of the Notes, arises or is noted after the date of this Prospectus.
No person has been authorized 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 Notes or any
information supplied by the Issuer or such other information as is in the public domain and, if given or
made, such information or representation should not be relied upon as having been authorized by the Issuer, the
Managers or any individual Manager.
No representation or warranty is made or implied by the Managers or any of their respective affiliates, and
neither the Managers nor any of their respective affiliates make any representation or warranty or accept any
responsibility, as to the accuracy or completeness of the information contained in this Prospectus.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall, in any circumstances,
create any implication that the information contained in this Prospectus is true subsequent to the date upon
which this Prospectus has been published or most recently supplemented or that there has been no adverse
change in the financial position of the Issuer since the date hereof or, as the case may be, the date upon which
this Prospectus has been most recently supplemented or the balance sheet date of the most recent financial
statements which are deemed to be incorporated into this Prospectus by reference is correct at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the
same.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), and will 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 within the United States or to U.S.
persons, see "Offer, Subscription and Sale--Selling Restrictions".
The distribution of this Prospectus as well as 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 by the Issuer and the Managers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers,
sales and deliveries of Notes and on the distribution of this Prospectus and other offering material relating to
the Notes, see "Offer, Subscription and Sale--Selling Restrictions".
This Prospectus 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 does not constitute an offer or an invitation to subscribe for or purchase Notes and should not
be considered as a recommendation by the Issuer or any Manager that any recipient of this Prospectus
should subscribe for or purchase Notes. Each recipient of this Prospectus shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuer.
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.
i





IN CONNECTION WITH THE ISSUE OF THE NOTES, UNICREDIT BANK AG (THE
"STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY OVER ALLOT THE 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, THERE IS NO ASSURANCE THAT THE
STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION
MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE
TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY
TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE
DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
STABILIZING MANAGER (OR PERSON(S) ACTING ON BEHALF OF THE STABILIZING
MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
This Prospectus contains assessments of market data and information derived therefrom which could not be
obtained from any independent sources. Such information is based on the Issuer's own internal assessments and
may therefore deviate from the assessments of competitors of BayWa Group or future statistics by independent
sources. As regards the market positions of BayWa Group, BayWa Group's own estimations are mainly based
on company data which either is derived from information by competitors or from data provided by independent
research companies.
The language of this Prospectus is English. The German text of the Terms and Conditions is controlling and
binding; the respective English language text constitutes a translation. In respect of the documents incorporated
by reference, the German language version is controlling and binding in relation to the documents listed in the
table of documents incorporated by reference in the section "Documents Incorporated by Reference".
ii





FORWARD-LOOKING STATEMENTS
This Prospectus contains various forward-looking statements that reflect management's current views with
respect to future events and anticipated financial and operational performance. Forward-looking statements as a
general matter are all statements other than statements as to historical facts or present facts or circumstances. In
some cases, these forward-looking statements can be identified by the use of forward-looking terminology or
subjective assessments, including the words "aims", "believes", "estimates", "anticipates", "expects", "intends",
"may", "will", "plans", "continue" or "should" or, in each case, their negative or similar terms and phrases,
including references and assumptions. Other forward-looking statements can be identified in the context in
which the statements are made. Forward-looking statements appear in a number of places throughout this
Prospectus, including, without limitation, in the sections entitled "Summary", "Risk Factors" and "Business",
and include, among other things, statements relating to BayWa Group's:
·
strategy, outlook and growth prospects;
·
expectations as to future growth in demand for products and services;
·
the impact of weather conditions and governmental regulations; and
·
the competitive environment.
Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the
actual results or outcome could differ materially from those set out in the forward-looking statements as a result
of many factors, including, among others:
·
changes in economic, geopolitical or other events;
·
weather conditions, disease, government programs, competition, and various other factors
affecting the availability and prices of the agricultural commodities and agricultural
commodity products the BayWa Group procures, stores, transports and merchandises;
·
unfavorable weather conditions or natural calamities that reduce agricultural production
adversely affecting BayWa Group's business;
·
BayWa Group's operating results being adversely affected by changes in government policies,
mandates and regulations specifically affecting the agricultural sector and related industries;
·
changing worldwide demand for food and different forms of bio-energy on the price of farm
commodities and, consequently, the demand for certain agricultural equipment;
·
the cyclicality and seasonality and downturns in the construction industry;
·
competition in the markets in which BayWa Group operates;
·
compliance with numerous laws and regulations in multiple jurisdictions;
·
dependence on BayWa Group's compliance and risk management systems;
·
exposure to volatility and changes in foreign currency exchange rates arising from
international operations;
·
exposure to credit risk through financing of trading partners and commercial customers;
·
international operations giving rise to complex tax matters; and
·
risks from legal proceedings and investigations.
These forward-looking statements speak only as of the date of this Prospectus. The Issuer expressly undertakes
no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, other than as required by law or regulation. Accordingly, prospective
investors are cautioned not to place undue reliance on any of the forward-looking statements herein.
iii





TABLE OF CONTENTS
NOTICE ......................................................................................................................................................................... i
FORWARD-LOOKING STATEMENTS ....................................................................................................................iii
SUMMARY .................................................................................................................................................................. 1
GERMAN TRANSLATION OF THE SUMMARY ................................................................................................... 15
RISK FACTORS ......................................................................................................................................................... 33
RESPONSIBILITY STATEMENT ............................................................................................................................. 46
TERMS AND CONDITIONS OF THE NOTES ........................................................................................................ 47
BUSINESS .................................................................................................................................................................. 82
TAXATION .............................................................................................................................................................. 103
OFFER, SUBSCRIPTION AND SALE .................................................................................................................... 111
GENERAL INFORMATION .................................................................................................................................... 114
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................ 116


iv





SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are
numbered in Sections A ­ E (A.1 ­ E.7). This summary (the "Summary") contains all the Elements required to
be included in a summary for this type of securities and issuer. Because some Elements are not required to be
addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be
required to be inserted in the Summary because of the type of securities and issuer, it is possible that no relevant
information can be given regarding the Element. In this case, a short description of the Element is included in
the Summary with the mention of "not applicable".
Section A ­ Introduction and Warnings
A.1
Warnings.
This Summary should be read as an introduction to this
prospectus (the "Prospectus"). Any decision to invest in the
securities should be based on consideration of the Prospectus
as a whole.



Where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff investor
might, under the national legislation of the member states of
the European Economic Area (the "Member States"), have
to bear the costs of translating the Prospectus, before the legal
proceedings are initiated.



Civil liability attaches only to those persons who have tabled
the summary including any translation thereof, but only if the
summary is misleading, inaccurate or inconsistent when read
together with the other parts of the Prospectus or it does not
provide, when read together with the other parts of the
Prospectus, key information in order to aid investors when
considering whether to invest in such securities.

A.2
Information regarding the
The Issuer consents to the use of the Prospectus by the
subsequent use of the Prospectus.
Managers and all financial intermediaries (general consent)
and accepts responsibility for the content of the Prospectus
also with respect to subsequent resale or final placement of
the Notes by any financial intermediary which was given
consent to use the Prospectus.

The subsequent resale or final placement of Notes by the
Managers and/or by any financial intermediary can be
made during the offer period which will commence on
September 29, 2017 and will be open until October 11,
2017 being the date of issuance of the Notes.

The Managers and/or the financial intermediaries may use
the Prospectus for subsequent resale or final placement of the
Notes in Luxembourg, Austria and Germany.

Any financial intermediary using the Prospectus has to
state on its website that it uses the Prospectus in
accordance with the consent and the conditions attached
thereto.

In the event of an offer being made by a financial
intermediary, this financial intermediary will provide
information to investors on the terms and conditions of
the offer at the time the offer is made.
Section B ­ Issuer
B.1
Legal and commercial name.
The legal and commercial name of the Issuer is BayWa
Aktiengesellschaft.
1






B.2
Domicile, legal form, legislation
BayWa Aktiengesellschaft has its registered seat in Munich,
under which the issuer operates,
Germany, and is registered with the commercial register
country of incorporation.
(Handelsregister) maintained by the local court (Amtsgericht)
of Munich, Germany, under HRB 4921. The Company is a
German stock corporation (Aktiengesellschaft) incorporated
under and governed by the laws of the Federal Republic of
Germany.

B.4b
Known trends affecting the Issuer
The following external factors exert a significant influence on
and the industries in which it
the course of BayWa Group's business:
operates.

· economic and geopolitical events;
· crop disease;
· changes in government policies, mandates and
regulations;
· changing worldwide demand for food and
different forms of bio-energy;
· unfavorable weather conditions or natural
calamities;
· governmental incentives for renewable energy
sources;
· cyclicality and seasonality of the construction
industry; and
· volatility and changes in foreign currency
exchange rates.

B.5
Description of the group and the
BayWa Aktiengesellschaft is the parent company of the
issuer's position within the group.
BayWa Group, which as per June 30, 2017 included
approximately 300 fully consolidated subsidiaries.

B.9
Profit forecast or estimate.
Not applicable. The Company has not published any profit
forecasts or estimates.

B.10
Qualifications in the audit report on Not applicable. The audit opinions with respect to the audited
the historical financial information. consolidated
financial statements of BayWa
Aktiengesellschaft for the financial years ended December
31, 2015 and December 31, 2016 do not include any
qualifications.

B.12
Selected historical key financial information regarding BayWa Group.

The financial information contained in the following tables is taken from the audited consolidated
financial statements of the BayWa Group as of and for the financial year ended December 31, 2016
(the "Audited Consolidated Financial Statements") and the unaudited and unreviewed condensed
consolidated interim financial statements of the BayWa Group as of and for the six months ended June
30, 2017 (the "Unaudited and Unreviewed Condensed Consolidated Interim Financial
Statements"). The Audited Consolidated Financial Statements have been prepared in accordance with
International Financial Reporting Standards as adopted in the European Union ("IFRS") and the
additional information required by section 315a para.1 German Comercial Code and the Unaudited
and Unreviewed Condensed Consolidated Interim Financial Statements have been prepared in
accordance with IFRS as applicable to interim financial reporting (International Accounting Standard
(IAS) 34 (Interim Financial Reporting)). The Audited Consolidated Financial Statements have been
audited by Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Munich, Germany, who issued an
unqualified audit opinion thereon.







2







Selected Consolidated Statement of Income Data


Year ended December 31,
Six months ended June 30,

2015
2016
2016
2017

in million
(audited)
(unaudited)



Revenues ......................................
14,928.129
15,409.882
7,456.420
8,044.006
Gross profit ..................................
1,601.223
1,626.617
790.359
863.115
Result of operating activities .......
150.572
122.875
51.718
69.965
Financial result .............................
- 62.519
- 53.268
- 32.492
- 33.127
Result of ordinary activities .........
88.053
69.607
19.226
36.838
Consolidated net income / Net
result for the period ...................
61.603
52.715
14.714
27.439
EBIT ............................................
158.147
144.690
55.251
72.763
EBITDA .......................................
288.308
272.568
116.635
138.569
Basic earnings per share (in ) .....
1.39
0.90
0.01
0.43
Diluted earnings in share (in ) ....
1.39
0.90
0.01
0.43

Selected Consolidated Balance Sheet Data

As of December 31,
As of June 30,

2015
2016
2016
2017

in million

(audited)
(unaudited)
Assets ..........................................




Non-current assets.......................
2,287.177
2,355.738
2,282.773
2,399.447
Current assets ..............................
3,739.684
4,094.188
4,266.166
4,277.525
Non-current assets held for
sale/disposal groups .................
9.796
24.931
32.325
21.681
Total assets ..................................
6,036.657
6,474.857
6,581.264
6,698.653
Shareholders' equity and

liabilities ..................................



Equity ..........................................
1,075.901
1,098.345
1,068.712
1,111.561
Non-current liabilities .................
2,191.492
2,292.165
2,242.694
2,181.888
Current liabilities ........................
2,769.264
3,084.347
3,255.889
3,405.204
Liabilities from non-current
assets held for sale/disposal
groups.......................................
-
-
13.969
-
Total shareholders' equity and
liabilities ...................................
6,036.657
6,474.857
6,581.264
6,698.653




No material adverse change / There has been no material adverse change in the prospects
significant changes in financial or of the Issuer and the Group since December 31, 2016.
trading position


Not applicable. There have been no significant changes in the

financial or trading position of the Issuer and its subsidiaries

taken as a whole since June 30, 2017.

B.13
Recent developments.
Not applicable. There are no recent events particular to
BayWa Aktiengesellschaft which are to a material extent
relevant to the evaluation of its solvency.

B.14
Statement of dependency upon other Please see Element B.5 for information on the description
entities within the Group.
of the Group.

3





Not applicable. BayWa Aktiengesellschaft is not dependent
upon other entities in the Group.

B.15
Principal activities.
The BayWa Group, with BayWa Aktiengesellschaft as the
ultimate parent company is a group of trading and services
companies with its core activities in the following three
operating segments: Agriculture, Energy and Building
Materials. The new Innovation & Digitalisation development
segment was established in the second half of 2016. The
Agriculture segment comprises four business units: BayWa
Agri Supply & Trade (BAST), BayWa Agricultural Sales
(BAV), Fruit and Agricultural Equipment. BAST
encompasses the BayWa Group's national and international
trading, distribution and logistics activities involving grain,
oilseed and additional products. The collection business and
trade in operating resources and feedstuff have been pooled
in the BAV business unit. The Fruit business sector combines
all activities of the Group in the business of fruit and
vegetable growing and trading these products. The full range
of agricultural equipment and services is offered in the
Agricultural Equipment business sector. The Energy
operating segment is divided into the Renewable Energies
business unit and the Conventional Energy business unit.
Under the umbrella of BayWa r.e. renewable energy GmbH,
the Group covers the entire value chain in the renewable
energies business, including the development, realisation and
sale of operation-ready plants plus system support, in
addition to trading in photovoltaic systems and components,
as well as electricity, gas and heat from renewable energy
sources. The Conventional Energy business unit comprises an
extensive network, which ensures the supply of heating oil,
fuels, lubricants and wood pellets to commercial and private
customers. The Building Materials segment comprises
building materials sales activities, as well as the operation of
do-it-yourself (DIY) and garden centers of the Austrian
Group companies. The newly founded Innovation &
Digitalisation segment, which evolved from the former
Digital Farming unit and the Group's e-commerce business
activities, provides software solutions and integrated services
for process-controlled operations management in agriculture
(smart farming).
B.16
Major shareholders.
According to voting right notifications received and the
knowledge of the Issuer, the following entities hold an
interest in the Issuer as of the date of this Prospectus:




Bayerische Raiffeisen-Beteiligungs-AG ............................................
34.99%

Raiffeisen Agrar Invest GmbH ..........................................................
25.09%

Freefloat .............................................................................................
39.92%

Total ..................................................................................................
100.0%







B.17
Credit ratings of the Issuer or its
Not applicable. Neither the Issuer nor the Notes nor any of
debt securities.
the Issuer's outstanding debt securities have been assigned a
rating by external rating agencies.

Section C ­ Securities
C.1
Type and the class of the securities
The Issuer is issuing unsecured notes (the "Notes").
being offered and/or admitted to

4





trading.


Security identification number.
The security identification numbers of the Notes are:

ISIN: XS1695284114
Common Code: 169528411
German Securities Identification Number (WKN):
A2GSM1.

C.2
Currency.
The Notes are issued in Euro ("EUR").

C.5
A description of any restrictions on
Not applicable. The Notes are freely transferable.
the free transferability of the

securities.

C.8
Rights attached to the Notes,
Rights attached to the Notes:
ranking of the Notes, limitations of

the rights attached to the Notes.
The Notes entitle the Holders, in particular, to the interest
payments described in Element C.9.

Ranking of the Notes:

The obligations of the Issuer under the Notes constitute
direct, unsecured and subordinated obligations of the Issuer,
ranking pari passu among themselves, pari passu with all
Parity Obligations and senior only to the Junior Obligations,
and in the event of the liquidation or insolvency, or any other
proceedings for the avoidance of insolvency, of, or against,
the Issuer, the obligations under the Notes shall be fully
subordinated to all other present and future obligations of the
Issuer (except for Parity Obligations and Junior Obligations),
whether subordinated or unsubordinated, except as otherwise
provided by mandatory provisions of law or as expressly
provided for by the terms of the relevant instrument so that in
any such event no amounts shall be payable in respect of the
Notes unless all claims that rank senior to the Notes have
been satisfied in full.

"Parity Obligations" means any present or future obligation
which (i) is assumed by the Issuer and the obligations under
which rank or are expressed to rank pari passu with the
Issuer's obligations under the Notes, or (ii) benefits from a
guarantee or support agreement expressed to rank pari passu
with its obligations under the Notes.

"Junior Obligations" means (i) the ordinary shares and
preferred shares (if any) of the Issuer, (ii) any present or
future share of any other class of shares of the Issuer, (iii) any
other present or future security, registered security or other
instrument of the Issuer under which the Issuer's obligations
rank or are expressed to rank pari passu with the ordinary
shares or the preferred shares (if any) of the Issuer and
(iv) any present or future security, registered security or other
instrument which is issued by a Subsidiary of the Issuer and
guaranteed by the Issuer or for which the Issuer has otherwise
assumed liability where the Issuer's obligations under such
guarantee or other assumptions of liability rank or are
expressed to rank pari passu with any of the instruments
described under (i), (ii) and (iii).

"Subsidiary" means any directly or indirectly majority-
owned subsidiary of the Issuer that must be consolidated by
the Issuer for the purposes of preparing annual consolidated
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