Obligation K+S Aktiengesellschaft 3% ( DE000A1PGZ82 ) en EUR

K+S Aktiengesellschaft

100 % ⇌

Allemagne

DE000A1PGZ82 ( en EUR )

3% par an ( paiement annuel )

20/06/2022 - Obligation échue

Prospectus brochure de l'obligation K+S Aktiengesellschaft DE000A1PGZ82 en EUR 3%, échue

100 000 EUR

500 000 000 EUR

L'Obligation émise par K+S Aktiengesellschaft ( Allemagne ) , en EUR, avec le code ISIN DE000A1PGZ82, paye un coupon de 3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/06/2022

K+S Aktiengesellschaft
(Kassel, Federal Republic of Germany)
EUR 500,000,000
3.00 per cent. Notes due 2022 (the ³Notes ´)
Issue Price: 99.422 per cent
This prospectus (the ³Prospectus ´) will be published in electronic form on the website of the
Luxembourg Stock Exchange (http://www.bourse.lu) and on the website of K+S
Aktiengesellschaft (http://www.k-plus-s.com).
There is currently no public market for the Notes. Application has been made to list the Notes
on the official list of the Luxembourg Stock Exchange and to admit the Notes to trading on the
Euro MTF market of the Luxembourg Stock Exchange. The Euro MTF market is not a regulated
market within the meaning of Directive 2004/39/EC on markets in financial instruments.
This Prospectus includes all information on the terms of the Notes. It constitutes a prospectus
for the purpose of Part IV of the Luxembourg Law of 10 July 2005 on Prospectuses for Securities.
The Notes will be issued in bearer form and will be represented by global notes deposited with
Clearstream Banking AG, Frankfurt am Main, Germany ( ³Clearstream Banking ´). Interests in the
temporary global Note will be exchangeable for interests in a permanent global Note on or after a
date which is expected to be not earlier than 40 days after the Issue Date (defined below), upon
certification as to non-U.S. beneficial ownership. Definitive notes representing individual Notes
will not be issued. Transfer of the Notes will be subject to the rules of Clearstream Banking. The
Notes, which are governed by German law, will be issued in bearer form in denominations of
EUR 100,000. The Notes will be ready for delivery on or about 20 June 2012 (the ³Issue Date ´).
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the ³U.S. Securities Act ´) and the Notes are in bearer form that are subject to U.S. tax
law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered
within the United States of America ( ³United States ´) or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the U.S. Securities Act ( ³Regulation S ´)).
Investing in the Notes involves certain risks. See ³ Risk Factors ´ beginning on page 13.
Joint Lead Managers
Barclays
HSBC
Landesbank
Santander
Baden-Württemberg
Global Banking&Markets
The date of this Prospectus is 18 June 2012.

RESPONSIBILITY STATEMENT
K+S Aktiengesellschaft (the ³Issuer ´ or ³K+S AG ´ and together with its consolidated
subsidiaries, the ³Group ´ or the ³K+S Group ´) with its registered office in Kassel, Federal
Republic of Germany, is solely responsible for the information given in this Prospectus.
The Issuer hereby declares that, having taken all reasonable care to ensure that such is
the case, 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.
This Prospectus should be read and understood in conjunction with any supplement
hereto and with any other documents incorporated herein by reference.
The Issuer has confirmed to the managers set forth in the section ³Names and Addresses ´
(each a ³Manager ´ and together the ³Managers ´) that this Prospectus contains the
information which, according to the particular nature of the Issuer and of the Notes, is
necessary to enable investors to make an informed assessment of the assets and liabilities,
financial position, profit and losses, and prospects of the Issuer, and of the rights attaching to
the Notes; that the information contained herein with respect to the Issuer and the Notes is
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, the omission of which would make any statement, whether fact or opinion, in this
Prospectus misleading in any material respect; and that all reasonable enquiries have been
made to ascertain all facts and to verify the accuracy of all statements contained herein.
NOTICE
This Prospectus is to be read in conjunction with all the documents which are incorporated
herein by reference.
No person has been authorised 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 Notes or
any information supplied by the Issuer or such other information as in the public domain and,
if given or made, such information must not be relied upon as having been authorised by the
Issuer, the Managers or any of them. 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 Issuer since the date hereof or the date upon which
this Prospectus has been most recently amended or supplemented or that there has been no
adverse change in the financial position of the Issuer since the date hereof or the date upon
which this Prospectus has been most recently amended or supplemented or that the
information contained in it or any other information supplied in connection with the Notes 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.
To the extent permitted by law, each of the Joint Lead Managers accepts no responsibility
whatsoever for the content of this Prospectus or for any other statement in connection with
the Issuer.
This Prospectus and any supplement hereto reflect the status as of their respective dates
of issue. The delivery of this Prospectus and the offering, sale or delivery of the Notes may
not be taken as an implication that the information contained in such documents is accurate

and complete subsequent to their respective dates of issue or that there has been no adverse
change in the financial situation of the Issuer since such date or that any other information
supplied in connection with the Notes is accurate at any time subsequent to the date on which
it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Prospectus and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes
are required to inform themselves about and observe any such restrictions. For a description
of the restrictions applicable in the United States of America, the European Economic Area,
the United Kingdom, Luxembourg and Italy see ³ ± Selling Restrictions ´. In particular, the
Notes have not been and will not be registered under the United States Securities Act of
1933, as amended, and are subject to tax law requirements of the United States of America;
subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States of America or to U.S. persons.
This Prospectus may only be used for the purpose for which it has been published.
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 authorised or to any
person to whom it is unlawful to make such an offer or solicitation.
In this Prospectus all references to ³EUR ´ or ³Euro ´ are to the single currency of the
member states of the European Union participating in the third stage of European Economic
and Monetary Union. The amounts in this Prospectus in ³USD ´ refer to the legal currency of
the United States of America. The amounts in this Prospectus in ³CAD ´ refer to the legal
currency of Canada.
Page 3

TABLE OF CONTENTS
RESPONSIBILITY STATEMENT ..................................................................................... 2
SUMMARY....................................................................................................................... 5
RISK FACTORS ............................................................................................................ 13
TERMS AND CONDITIONS OF THE NOTES ................................................................ 25
DESCRIPTION OF K+S AG AS ISSUER ....................................................................... 50
TAXATION..................................................................................................................... 68
SUBSCRIPTION AND SALE.......................................................................................... 72
GENERAL INFORMATION............................................................................................ 76
INCORPORATION BY REFERENCE............................................................................. 78
NAMES AND ADDRESSES........................................................................................... 80
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SUMMARY
The following constitutes the summary (the ³Summary ´) of the essential characteristics
and risks associated with the Issuer and the Notes. This Summary should be read as an
introduction to this Prospectus. Any decision by an investor to invest in the Notes should be
based on consideration of this Prospectus as a whole, including the documents incorporated
by reference and supplements thereto. Where a claim relating to the information contained in
this Prospectus is brought before a court, the plaintiff investor might, under the national
legislation of such court, have to bear the costs of translating the Prospectus before the legal
proceedings are initiated. Civil liability attaches to the Issuer who has tabled this Summary
including any translation thereof but only if the Summary is misleading, inaccurate or
inconsistent when read together with the other parts of this Prospectus. The following
description of certain general features of the Notes does not purport to be complete and is
taken from and qualified in its entirety by the remainder of this Prospectus.
Summary in respect of the Notes
Issuer:
K+S Aktiengesellschaft
Joint Lead Managers:
Banco Santander, S.A.
Barclays Bank PLC
HSBC Bank plc
Landesbank Baden-Württemberg
Principal Paying Agent:
Landesbank Baden-Württemberg
Currency:
Euro
Denominations of Notes:
Euro 100,000
Form of Notes:
The Notes will initially be represented by a temporary
global bearer Note (the "Temporary Global Note")
without interest coupons. The Temporary Global Note will
be exchangeable, free of charge to the holder of Notes
(each a "Noteholder", and together the "Noteholders"),
for Notes represented by a permanent global bearer Note
(the "Permanent Global Note", and the Temporary
Global Note and the Permanent Global Note together, the
"Global Notes") without interest coupons not earlier than
40 days after the Issue Date in accordance with the
provisions set out in the Conditions of Issue. In particular
such exchange and any payment of interest on Notes
represented by the Temporary Global Note shall only be
made upon delivery of certifications as to non-U.S.
beneficial ownership, the contents and nature of which
shall correspond to the requirements of the laws of the
United States of America and be in accordance with the
rules and operating procedures of the Clearing System.
Payments on the Temporary Global Note will only be
made against presentation of such certifications. No
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definitive Notes or interest coupons will be issued.
The Global Notes will be deposited with Clearstream
Banking AG, Frankfurt am Main.
Status of the Notes:
The Notes will constitute unsecured and unsubordinated
obligations of the Issuer ranking pari passu among
themselves and pari passu with all other unsecured and
unsubordinated obligations of the Issuer.
Maturity:
20 June 2022
Redemption:
20 June 2022
Taxation:
All payments of principal and interest in respect of the
Notes shall be made free and clear of, and without
withholding or deduction for, any taxes or duties of
whatever nature imposed or levied by way of withholding
or deduction at source by or on behalf of the Federal
Republic of Germany, or by or on behalf of any political
subdivision or authority therein having power to tax,
unless such deduction or withholding is required by law. In
such event, the Issuer will, subject to the exceptions set
out in the Terms and Conditions, pay such additional
amounts as shall result in receipt by the holders of the
Notes of such amounts as would have been received by
them had no such withholding or deduction been required.
Negative Pledge:
The Terms and Conditions of the Notes contain a negative
pledge provision as set out in the Terms and Conditions of
the Notes (page 26 of this Prospectus).
Events of Default:
The Terms and Conditions of the Notes provide for events
of default entitling holders of the Notes to demand
immediate redemption of the Notes (page 37 of this
Prospectus).
Cross Default:
The Terms and Conditions of the Notes provide for cross
default provisions (page 37 of this Prospectus).
Governing Law:
The Notes will be governed by German law.
Jurisdiction:
Non-exclusive place of jurisdiction for any legal
proceedings arising under the Notes is Frankfurt am Main.
Clearance and Settlement:
Notes will be accepted for clearing through Clearstream
Banking AG, Frankfurt am Main (the ³Clearing System ´).
Listing and Admission to Trading: Application has been made to list the Notes on the official
list of the Luxembourg Stock Exchange and to admit them
to trading on the Euro MTF market of the Luxembourg
Stock Exchange.
Page 6

Summary in respect of K+S AG as Issuer
Statutory Auditors
The independent auditors of K+S AG are Deloitte & Touche GmbH Wirtschaftsprüfungs-
gesellschaft.
Information about K+S AG
K+S AG is a stock corporation (Aktiengesellschaft) incorporated under German law. It is
registered with the Commercial Register of the Local Court (Amtsgericht) in Kassel under
HRB 2669 under the name ³K+S Aktiengesellschaft ´. K+S AG ¶s registered office is located at
Bertha-von-Suttner-Strasse 7, 34131 Kassel, Federal Republic of Germany; its telephone
number is: +49 (0)561 9301 0.
Selected Financial Information
The following table sets out selected financial information relating to the K+S Group. The
information has been extracted from the audited consolidated financial statements of K+S AG
for the fiscal year ended 31 December 2011 and the unaudited quarterly financial report for
the interim period from 1 January 2012 until 31 March 2012. These consolidated financial
statements of K+S AG have been prepared in accordance with the International Financial
Reporting Standards as adopted by the EU ( ³IFRS ´). All figures presented refer to the
continued operations of the K+S group and still include the K+S Nitrogen business. The
income and expenses related to the COMPO business were reclassified and disclosed in a
separate item ³Earnings after taxes from a discontinued operation ´ since the classification as
a discontinued operation in Q2/2011. The comparative periods for the fiscal year ended
December 31, 2010 and interim period ended March 31, 2011 were adjusted in accordance
with IFRS 5.
Period from
Period from
Financial year
Financial year
1 January
1 January
ended
ended
until 31 March
until 31 March
31 December
31 December
2012
2011
2011
2010
(unaudited)
(unaudited)
(audited
(audited
unless
unless
otherwise
otherwise
indicated)
indicated)
(EUR in millions, unless otherwise indicated)
Revenues
1,438.1
1,626.9
5,150.9
4,632.7
EBITDA(1)
337.0
424.9
1,217.7
953.0
Group earnings after taxes
212.2
293.6
564.3
448.6
and minority interests (2)
Gross cash flow from
292.6
332.4
910.6
812.7
continued operations
31 March
31 March
31 December
31 December
2012
2011
2011
2010
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Equity as of
3,238.5
2,809.2
3,084.6
2,651.6
Total assets as of
6,121.4
5,760.9
6,056.9
5,573.7
Net indebtedness(3) as of
592.6
726.6
610.8
732.5
(unaudited)
Employees as of the end
14,482
14,173
14,496
14,186
of the period (number of)
(1)
³EBITDA ´ is defined as earnings before interest, taxes, depreciation and
amortisation excluding effects from market valuation of forecast hedging
instruments. Depreciation and amortisation includes write-downs of tangible and
intangible assets and of current and non-current financial assets, as well as
impairments of investments accounted for using the equity method and of assets
held for sale. EBITDA is not defined by IFRS. Potential investors should take into
consideration that this figure is not applied in a consistent manner or standardized,
that its calculation can vary and that this figure by itself is not a basis to compare
different companies. Furthermore it does not substitute the financial key figures of
the income statement and the cash flow statement that were recognized in
accordance with IFRS.
(2)
Earnings from continued and discontinued operations.
(3)
Net indebtedness is calculated as follows: current bank loans and overdrafts +
non-current bank loans and overdrafts + provisions for pensions and similar
obligations + non-current provisions for mining obligations ± cash on hand and
balances with banks ± non-current and current securities and other financial
investments ± reimbursement claim bond Morton Salt.
Organisational Structure
K+S AG acts as a holding company for the K+S Group. The Executive Board takes
responsibility for the overall performance of the K+S Group and leads the heads of the
business segments as well as the holding units.
The K+S Group operates in the following business segments: Potash and Magnesium
Products, Salt and ³Complementary Business Segments ´ (Waste Management and
Recycling, Logistics, Animal hygiene products and Trading business).
End of April 2012 K+S signed an agreement with EuroChem Trading GmbH, a subsidiary
of the Russian fertilizer company OJSC Eurochem Mineral and Chemical Co. regarding the
sale of K+S Nitrogen GmbH, which markets nitrogenous fertilizer. Closing of the transaction is
expected to be at the end of the second quarter of 2012. In the K+S AG Half-yearly Financial
Report H1/12 to be published on 14 August 2012 and in all financial reports referring to the
year 2012 the business with nitrogen fertilizer will be stated as ³discontinued operations ´.
Business Overview/Principal Activities
K+S AG and its subsidiaries are worldwide suppliers of specialised and standard fertilizers
and salt products.
Page 8

Potash and Magnesium Products
The Group ¶s Potash and Magnesium Products business segment extracts crude potash
and magnesium salts from six mines in Germany which are further processed there and at a
former mining site to create end products or intermediate products.
Furthermore, the business segment has three processing sites in France. The annual
production capacity of the business segment is up to 7.5 million tonnes of potash and
magnesium products. As a result of the acquisition of the Canadian company Potash One Inc.
³Potash One ´), which holds several potash exploration licences in the Canadian province of
Saskatchewan including the Legacy-Project ± an advanced greenfield project for the
construction of a solution mine (the ³Legacy-Project ´), the business segment will in future
have the possibility to increase the annual production capacity with the Legacy-Project by at
least 2.86 million tonnes over the long term. A broad distribution network facilitates the sale of
these products on all relevant European and overseas markets. The Potash and Magnesium
Products business segment is predominantly reflected in K+S Kali GmbH, its subsidiaries and
K+S Potash Canada GP. The offices of the senior management are in Kassel.
Nitrogen fertilizers
Since K+S AG has signed an agreement with EuroChem Trading GmbH, a subsidiary of
the Russian fertilizer company OJSC Eurochem Mineral and Chemical Co. regarding the sale
of K+S Nitrogen GmbH, the business with nitrogen fertilizer will be stated as ³discontinued
operations ´ In the K+S AG Half-yearly Financial Report H1/12 to be published on 14 August
2012 and in all financial reports referring to the year 2012.
Salt
In the Salt business segment, the K+S Group markets food grade salt, industrial salt, salt
for chemical use and de-icing salt. With an annual production capacity of about 30 million
tonnes of salt, K+S Group is the world ¶s largest supplier of salt products (source: Roskill
Information Services, Salt: Global Industry Markets and Outlook, 13th ed. 2011). The business
segment comprises the sub-units esco ± european salt company GmbH & CO. KG ( ³esco ´),
Hanover, whose activities are mainly focused on Europe, the Chilean Sociedad Punta de
Lobos S.A. ( ³SPL ´), Santiago de Chile, with activities in South America and the United States,
as well as Morton Salt, Inc. located in Chicago, one of the largest salt producers in North
America (source: Roskill Information Services, Salt: Global Industry Markets and Outlook, 13th
ed. 2011). esco operates three rock salt mines, two brine Aqueous rock salt solution. Natural
brine is obtained through drilling underground deposits of brine or through the controlled drill-
hole solution mining procedure and also produced through the dissolution of mined rock salt
plants, as well as several plants processing evaporated salt in Germany, France, the
Netherlands, Portugal and Spain, and has numerous distribution sites in Europe. The annual
production capacity of esco in Europe is about 8.0 million tonnes of crystallised salt and 1.7
million tonnes of salt in brine. The Chilean SPL extracts rock salt in Salar Grande de
Tarapacá through cost-effective open-cast mining. The production capacity there is about 6.5
million tonnes per year and is planned to be expanded by 1.5 million tonnes to an annual 8
million tonnes by the end of 2012. Moreover, Salina Diamante Branco, which belongs to the
SPL Group, operates a sea salt facility with an annual capacity of 0.5 million tonnes in the
north-eastern part of Brazil. In the United States, SPL distributes its salt products via the
International Salt Company ( ³ISCO ´). Furthermore, Chilean shipping company Empremar
Page 9

S.A., with a fleet of five ships of its own as well as additional chartered ships providing
maritime logistics for the SPL Group, also forms part of the Salt business segment. Morton
Salt operates six rock salt mines, seven solar plants and ten plants processing evaporated
salt is produced by evaporating saturated brine, whereby sodium chloride crystallises in the
United States, in Canada and in the Bahamas. The annual production capacity totals about
13 million tonnes of salt. The Salt business segment is represented in Europe as well as
North America and South America with its own distribution units and via platform companies
of the K+S Group. Furthermore, the business segment exports salt products to Asia and other
regions of the world.
Complementary business segments
In addition to disposal activities for the underground disposal and the reutilisation of waste
in potash and rock salt mines, the salt slag and building material recycling (waste
management and recycling) as well as the granulation of CATSAN® at the Salzdetfurth site,
the term ³Complementary Business Segments ´ bundles further activities of importance to the
K+S Group. With K+S Transport GmbH, Hamburg, K+S Group possesses its own logistics
service provider. Chemische Fabrik Kalk GmbH ( ³CFK ´) trades in different basic chemicals.
Administrative, Management and Supervisory Bodies
The Executive Board of K+S AG is responsible for the management of K+S AG ¶s
business; the Supervisory Board supervises the Executive Board and appoints its members.
The Executive Board of K+S AG consists of the following members: Norbert Steiner
(Chairman), Joachim Felker, Gerd Grimmig, Dr. Thomas Nöcker, Dr. Burkhard Lohr. At the
beginning of May 2012 the Supervisory Board appointed Mark Roberts as a member of the
executive Board with effect from 1 October 2012. Joachim Felker will retire by end of
September 2012.
The members of K+S AG ¶s Supervisory Board are: Dr. Ralf Bethke (Chairman), Michael
Vassiliadis (Deputy Chairman), Ralf Becker, Jella S. Benner-Heinacher, George Cardona,
Harald Döll, Dr. Rainer Gerling, Rainer Grohe, Dr. Karl Heidenreich, Rüdiger Kienitz, Klaus
Krüger, Dieter Kuhn, Dr. Bernd Malmström, Dr. Rudolf Müller, Renato de Salvo, Dr. Eckart
Sünner.
Share Capital
K+S AG ¶s share capital amounts to EUR 191,400,000.00 and is divided into 191,400,000
registered shares, each with a notional value of EUR 1.00 which are fully paid up. As of the
date of this Prospectus, K+S AG does not hold treasury shares.
Significant change in the Group ¶s financial or trading position
There has been no significant change in the financial or trading position of K+S Group
since the date of the last published quarterly financial report (31 March 2012).
Summary in respect of Risk Factors
Risk factors relating to K+S AG as Issuer
The following is a summary of risk factors that may affect K+S AG ¶s ability to fulfil its
obligations under the Notes.
Page 10