Obligation Grenke 0.875% ( XS1433263909 ) en EUR

Grenke

100 % ▲

Irlande

XS1433263909 ( en EUR )

0.875% par an ( paiement annuel )

15/06/2021 - Obligation échue

Prospectus brochure de l'obligation Grenke XS1433263909 en EUR 0.875%, échue

Grenke est une société allemande spécialisée dans le financement de matériel informatique et de technologies de l'information, proposant des solutions de location et de leasing.

L'Obligation émise par Grenke ( Irlande ) , en EUR, avec le code ISIN XS1433263909, paye un coupon de 0.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/06/2021

Debt Issuance Programme Prospectus
dated 13 July 2021

This document constitutes two base prospectuses for the purposes of Art. 8(1) of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of June 14, 2017 (as amended, the "Prospectus Regulation"): (i) the base
prospectus of GRENKE AG in respect of non-equity securities within the meaning of Article 2(c) of the Prospectus
Regulation ("Non-Equity Securities") and (i ) the base prospectus of GRENKE FINANCE PLC in respect of Non-Equity
Securities (together, "Debt Issuance Programme Prospectus" or the "Prospectus").

GRENKE AG
(Baden-Baden, Federal Republic of Germany)
as Issuer and, in respect of Notes issued by
GRENKE FINANCE PLC, as Guarantor
and
GRENKE FINANCE PLC
(Dublin, Ireland)
as Issuer
5,000,000,000
Debt Issuance Programme
(the "Programme")

This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier of the Grand
Duchy of Luxembourg (the "CSSF") as competent authority under Regulation (EU) 2017/1129 of the European Parliament
and of the Council of 14 June 2017 (the "Prospectus Regulation"). The CSSF only approves this Prospectus as meeting
the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval
should not be considered as an endorsement of the issuer or of the quality of the Notes that are the subject of this
Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.

Application has been made to list notes (the "Notes") to be issued under the Programme on the official list of and to trade
Notes on the regulated market Bourse de Luxembourg (which is a regulated market for the purposes of the Markets in
Financial Instruments Directive 2014/65/EU) (the "Regulated Market") or on the professional segment of the Regulated
Market of the Luxembourg Stock Exchange. Notes issued under the Programme may also not be listed at all. The payments
of all amounts due in respect of Notes issued by GRENKE FINANCE PLC will be unconditionally and irrevocably guaranteed
by GRENKE AG.

Each Issuer has requested the CSSF in its capacity as competent authority under the Prospectus Regulation and the
Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus
pour valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129, the "Luxembourg Law") to provide the
competent authorities in the Federal Republic of Germany, the Republic of Austria, the Republic of Ireland and The
Netherlands with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the
Prospectus Regulation (each a "Notification"). Each Issuer may request the CSSF to provide competent authorities in
additional host Member States within the European Economic Area with a Notification. By approving a prospectus, the
CSSF shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of
the issuer pursuant to Article 6(4) Luxembourg Law.

Arranger
Deutsche Bank
Dealers
Deutsche Bank
HSBC

This Prospectus wil be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and
on the website of GRENKE AG (http://www.grenke.de/en/investor-relations.html). This Prospectus succeeds the Debt
Issuance Programme Prospectus dated 17 February 2020 and is valid for a period of 12 months after its approval. The
validity ends upon expiration of 13 July 2022. There is no obligation to supplement the Prospectus in the event of
significant new factors, material mistakes or material inaccuracies when the Prospectus is no longer valid.

RESPONSIBILITY STATEMENT
GRENKE AG (until 10 May 2016: GRENKELEASING AG), with its registered office in Baden-Baden, Federal
Republic of Germany ("GRENKE AG", an "Issuer" or the "Guarantor", and together with its consolidated
subsidiaries and structured entities the "GRENKE Group") and GRENKE FINANCE PLC, with its registered
office in Dublin, Ireland ("GRENKE FINANCE PLC", an "Issuer" and, together with GRENKE AG, the
"Issuers") are solely responsible for the information given in this Prospectus and for the information which wil
be contained in the Final Terms (as defined below).
Each Issuer accepts responsibility for the content of the Prospectus also with respect to the subsequent resale
or final placement of the Notes by any financial intermediary which was given consent to use the Prospectus.
Each Issuer hereby declares that to the best of its knowledge the information contained in this Prospectus for
which it is responsible is in accordance with the facts and that this Prospectus makes no omission likely to
affect its import.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement to the Prospectus and with
any other document incorporated herein by reference. Full information on the Issuers and any tranche of Notes
is only available on the basis of the combination of this Prospectus and the relevant final terms (the "Final
Terms").
The Issuers accept responsibility for the information contained in this Prospectus and have confirmed to the
dealers set forth on the cover page (each a "Dealer" and together the "Dealers") that this Prospectus contains
all information with regard to the Issuers and the Notes which is material in the context of the Programme and
the issue and offering of Notes thereunder, that the information contained in this Prospectus with respect to the
Issuers and the Notes is accurate and complete in all material respects and is not misleading; that any opinions
and intentions expressed herein with respect to the Issuers and the Notes are honestly held; that there are no
other facts, the omission of which would make this Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading in any material respect; and that the Issuers have
made all reasonable enquiries to ascertain all facts material for the purposes aforesaid.
The Final Terms relating to any specific tranche of Notes may provide that it will be the Issuer's intention to
apply an amount equivalent to the proceeds from an offer of those Notes specifically for projects and activities
that promote climate-friendly and other environmental purposes or social purposes ("ESG Projects"). The
Issuers intend to establish a framework for such issuances (the "Sustainable Bond Framework") which
further specifies the eligibility criteria for such ESG Projects. None of the Dealers, the Arranger, any of its
affiliates or any other person mentioned in the Prospectus makes any representation as to the suitability of
such Notes to fulfil environmental and sustainability criteria required by any prospective investors. The Dealers
and the Arranger have not undertaken, nor are responsible for, any assessment of the future Sustainable Bond
Framework or the ESG Projects, any verification of whether the ESG Projects meet the criteria set out in the
future Sustainable Bond Framework or the monitoring of the use of proceeds.
Each of the Issuers and the Guarantor have undertaken with the Dealers to publish a supplement to this
Prospectus or to publish a new Prospectus subject to applicable laws if and when the information herein should
become materially inaccurate or incomplete or in the event of any significant new factor, material mistake or
material inaccuracy relating to the information included in this Prospectus which is capable of affecting the
assessment of the Notes and, where approval by the CSSF of any such document is required, upon such
approval having been given.
No person has been authorised to give any information which is not contained in or not consistent with this
Prospectus or any other information supplied in connection with the Programme and, if given or made, such
information must not be relied upon as having been authorised by or on behalf of either Issuer or any of the
Dealers.
This Prospectus is valid for twelve months after its approval and it and any supplement to the Prospectus as
well as any Final Terms reflect the status as of their respective dates of issue. The offering, sale or delivery of
any 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 condition of the Issuers since such date or that any other information supplied in connection with the
Programme is accurate at any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
To the extent permitted by the laws of any relevant jurisdiction, neither the Arranger nor any Dealer nor any
other person mentioned in this Prospectus, excluding the Issuers, is responsible for the information contained
2

in this Prospectus or any supplement to this Prospectus, or any Final Terms or any other document
incorporated herein by reference.
Any investment in Notes issued by GRENKE FINANCE PLC does not have the status of a bank deposit
and is not within the scope of the deposit protection scheme operated by the Central Bank of Ireland.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms
come are required to inform themselves about and observe any such restrictions. For a description of the
restrictions on offers, sales and deliveries of Notes and on the distribution of the Prospectus or any Final Terms
and other offering material relating to the Notes applicable in the United States of America, the European
Economic Area in general, the United Kingdom, Ireland, France and Japan see "Selling Restrictions" below. 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.
MIFID II product governance / target market The Final Terms in respect of any Notes may include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the
Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
UK MiFIR product governance / target market The Final Terms in respect of any Notes may include a
legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of
the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the target market assessment)
and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules") or the
UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of
such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates wil be a
manufacturer for the purpose of the MiFID Product Governance Rules or the UK MiFIR Product Governance
Rules.
PRIIPs / IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes include a
legend entitled "PROHIBITION OF SALES TO EEA RETAIL INVESTORS", the Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer
within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus
Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPs / IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any Notes include a
legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i)
a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of
the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or (i i) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK
3

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.
The language of this Prospectus is English. The German versions of the English language Terms and
Conditions and Guarantee are shown in this Prospectus for additional information. As to form and content, and
all rights and obligations of the holders of the Notes ("Holders") and the Issuer under the Notes to be issued,
German is the controlling legally binding language if so specified in the Final Terms. In respect of the
Guarantee, the German language version is always controlling and legally binding as to form and content, and
all rights and obligations of the Holders and the Guarantor thereunder. The Issuer confirms that in such case
the non-binding English text of the Terms and Conditions correctly and adequately reflects the binding German
language version of the Terms and Conditions.
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing Notes
issued under the Programme is entitled to use the Prospectus as set out in "Consent to the Use of the
Prospectus" below.
Neither this Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to
whom it is unlawful to make such an offer or solicitation.
Neither this Prospectus nor any Final Terms constitutes an offer or invitation by or on behalf of the
Issuers or the Dealers to any person to subscribe for or to purchase any Notes.
Each potential investor in Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant
Notes, the merits and risks of investing in the relevant Notes and the information contained or
incorporated by reference in this Prospectus or any applicable supplement to the Prospectus;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, the impact the Notes will have on
its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
relevant Notes, including where principal or interest is payable in one or more currencies, or where the
currency for principal or interest payments is different from the potential investor's currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of
any relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks. In connection with the issue of any tranche of Notes under the Programme, the Dealer
or Dealers (if any) named as the stabilising manager(s) (or persons acting on behalf of any stabilising
manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to
supporting the 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 at any time after the
adequate public disclosure of the terms of the offer of the relevant tranche of Notes and, if begun, may
cease at any time, but it must end no later than the earlier of 30 days after the issue date and 60 days
after the date of the allotment of the relevant tranche of Notes. Any stabilisation action or over-
allotment must be conducted by the relevant stabilising manager(s) (or persons acting on behalf of any
stabilising manager(s)) in accordance with all applicable laws and rules.
The information on any website included in the Prospectus, except for the websites listed in "Documents
incorporated by Reference" below, do not form part of the Prospectus and has not been scrutinised or
approved by the CSSF.
Benchmark Regulation / Statement in relation to Administrator's Registration Amounts payable under
Floating Rate Notes are calculated by reference to EURIBOR (Euro Interbank Offered Rate) which is provided
by the European Money Markets 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 the Benchmarks Regulation (Regulation (EU) 2016/1011) ("BMR").
4

FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that
does not relate to historical facts and events. They are based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by
the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may",
"plan", "predict", "project", "will" and similar terms and phrases, including references and assumptions. This
applies, in particular, to statements in this Prospectus containing information on future earning capacity, plans
and expectations regarding GRENKE Group's business and management, its growth and profitability, and
general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the
Issuers make to the best of their present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including GRENKE Group's financial condition
and results of operations, to differ materially from and be worse than results that have expressly or implicitly
been assumed or described in these forward-looking statements. GRENKE Group's business is also subject to
a number of risks and uncertainties that could cause a forward-looking statement, estimate or prediction in this
Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the following sections of
this Prospectus: "Risk Factors", "GRENKE AG as Issuer and Guarantor" and "GRENKE FINANCE PLC as
Issuer". These sections include more detailed descriptions of factors that might have an impact on GRENKE
Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur.
In addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to update
any forward-looking statement or to conform these forward-looking statements to actual events or
developments.
5

TABLE OF CONTENTS
General Description of the Programme ............................................................................................................. 8
Risk Factors ......................................................................................................................................................... 9
Risk Factors regarding GRENKE AG as Issuer and Guarantor .................................................................... 9
Risk Factors regarding GRENKE FINANCE PLC ....................................................................................... 16
Risk Factors regarding the Notes ................................................................................................................ 17
Consent to the Use of the Prospectus ............................................................................................................ 24
GRENKE AG as Issuer and Guarantor ............................................................................................................ 25
Selected Financial Information .................................................................................................................... 25
General, History and Development of GRENKE AG ................................................................................... 26
Investments ................................................................................................................................................. 27
Known Trends ............................................................................................................................................. 27
Business Overview and Principal Markets .................................................................................................. 27
Organisational Structure .............................................................................................................................. 28
Acquisitions ................................................................................................................................................. 29
Financing of the Issuer's activities ............................................................................................................... 30
Material adverse change in the prospects of the Issuer .............................................................................. 30
Administrative, Management and Supervisory Bodies ................................................................................ 30
Conflict of Interests ...................................................................................................................................... 32
Controlling Persons ..................................................................................................................................... 32
Historical Financial Information ................................................................................................................... 32
Auditors ....................................................................................................................................................... 32
Significant Change in GRENKE AG's Financial Position............................................................................. 35
Share Capital ............................................................................................................................................... 35
Articles of Association ................................................................................................................................. 35
Rating .......................................................................................................................................................... 36
GRENKE FINANCE PLC as Issuer ................................................................................................................... 37
Selected Financial Information .................................................................................................................... 37
General, History and Development of GRENKE FINANCE PLC ................................................................ 38
Investments ................................................................................................................................................. 38
Business Overview ...................................................................................................................................... 38
Organisational Structure .............................................................................................................................. 38
Material adverse change in the prospects of the Issuer .............................................................................. 39
Administrative, Management and Supervisory Bodies ................................................................................ 39
Conflict of Interests ...................................................................................................................................... 39
Controlling Persons ..................................................................................................................................... 39
Historical Financial Information ................................................................................................................... 39
Auditors ....................................................................................................................................................... 39
Legal and Arbitration Proceedings .............................................................................................................. 39
Significant Change of GRENKE FINANCE PLC's Financial Position .......................................................... 40
Share Capital ............................................................................................................................................... 40
Memorandum of Association ....................................................................................................................... 40
Rating .......................................................................................................................................................... 40
Issue Procedures ............................................................................................................................................... 41
Terms and Conditions of the Notes ................................................................................................................. 43
Option I Terms and Conditions that apply to Notes with Fixed Interest Rates ......................................... 43
Option II Terms and Conditions that apply to Notes with Floating Interest Rates .................................... 64
Terms and Conditions of the Notes German Language Version ............................................................... 86
Option I Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ..................................... 86
Option II Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ............................. 109
6

Form of Guarantee and Negative Pledge ...................................................................................................... 133
German Language Version Garantie und Negativverpflichtung ............................................................. 133
English Language Version Guarantee and Negative Pledge ................................................................. 137
Form of Final Terms ........................................................................................................................................ 141
Description of Rules Regarding Resolution of Holders .............................................................................. 160
Taxation Warning ............................................................................................................................................ 162
General Information ........................................................................................................................................ 163
Selling Restrictions .................................................................................................................................... 163
Use of Proceeds ........................................................................................................................................ 168
Listing and Trading Information ................................................................................................................. 168
Interests of Natural and Legal Persons involved in the Issue/Offer ........................................................... 168
Authorisation .............................................................................................................................................. 168
Documents Available ...................................................................................................................................... 170
Documents Incorporated by Reference ........................................................................................................ 171
Cross Reference List of Documents Incorporated by Reference .............................................................. 171
Availability of Documents .......................................................................................................................... 173
Names and Addresses .................................................................................................................................... 174

7

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme GRENKE AG and GRENKE FINANCE PLC may from time to time issue Notes to one or
more of the Dealers. The maximum aggregate principal amount of all Notes at any time outstanding under the
Programme will not exceed 5,000,000,000 (or its equivalent in any other currency). The Issuers may increase
the amount of the Programme in accordance with the terms of the Dealer Agreement (as defined herein) from
time to time.
Notes issued by GRENKE FINANCE PLC will have the benefit of a Guarantee (the "Guarantee") given by
GRENKE AG. The Guarantee constitutes an unconditional, unsecured and unsubordinated obligation of
GRENKE AG and ranks pari passu with all other unsecured and unsubordinated obligations of GRENKE AG.
The Notes may be issued on a continuing basis to one or more of the Dealers and any additional Dealer
appointed under the Programme from time to time by the Issuer(s), which appointment may be for a specific
issue or on an ongoing basis. Notes may be distributed by way of offers to the public or private placements
and, in each case, on a syndicated or non-syndicated basis. The method of distribution of each tranche of
Notes (the "Tranche") will be stated in the applicable final terms (the "Final Terms"). The Notes may be
offered to qualified and non-qualified investors, unless the applicable Final Terms include a legend entitled
"PROHIBITION OF SALES TO EEA AND/OR UK RETAIL INVESTORS".
Notes will be issued in Tranches, each Tranche in itself consisting of Notes which are identical in all respects.
One or more Tranches, which are expressed to be consolidated and forming a single series and identical in all
respects, but having different issue dates, interest commencement dates, issue prices and dates for first
interest payments may form a series ("Series") of Notes. Further Notes may be issued as part of an existing
Series.
Notes wil be issued in such denominations as may be agreed between the relevant Issuer and the relevant
Dealer(s) and as indicated in the applicable Final Terms save that the minimum denomination of the Notes wil
be, if in euro, 1,000, or, if in any currency other than euro, in an amount in such other currency equivalent to
at least 1,000 at the time of the issue of Notes. Subject to any applicable legal or regulatory restrictions, and
requirements of relevant central banks, Notes may be issued in euro or any other currency. Notes will be
issued with a maturity of twelve months or more. The Notes will be freely transferable.
Notes may be issued at an issue price which is at par or at a discount to, or premium over, par, as stated in the
applicable Final Terms. The issue price for Notes to be issued will be determined at the time of pricing on the
basis of a yield which will be determined on the basis of the orders of the investors which are received by the
Dealers during the offer period. Orders will specify a minimum yield and may only be confirmed at or above
such yield. The resulting yield will be used to determine an issue price, all to correspond to the yield.
The yield for Notes with fixed interest rates will be calculated by the use of the ICMA method, which determines
the effective interest rate of notes taking into account accrued interest on a daily basis.
The Risk Factors included in this Prospectus are limited to risks which are (i) specific to GRENKE AG and
GRENKE FINANCE PLC as Issuers and Guarantor, as the case may be, as well as the Notes, and (ii) are
material for taking an informed investment decision. They are presented in a limited number of categories
depending on their nature. In each category the most material risk factor is mentioned first.
Under this Prospectus a summary will only be drawn up in relation to an issue of Notes. Such an issue-specific
summary will be annexed to the applicable Final Terms.
Application has been made to list Notes on the official list of the Luxembourg Stock Exchange and to trade
Notes on the Regulated Market "Bourse de Luxembourg" or on the professional segment of the Regulated
Market. Notes may further be issued under the Programme which will not be listed on any stock exchange.
Deutsche Bank Luxembourg S.A. will act as Luxembourg Listing Agent and Deutsche Bank Aktiengesellschaft
will act as fiscal agent and paying agent (the "Fiscal Agent").
Notes will be accepted for clearing through one or more Clearing Systems as specified in the applicable Final
Terms. These systems will comprise those operated by Clearstream Banking AG, Frankfurt am Main,
Clearstream Banking S.A., Luxembourg and Euroclear Bank SA/NV. Notes denominated in euro or, as the
case may be, such other currency recognised from time to time for the purposes of eligible collateral for
Eurosystem monetary policy and intra-day credit operations by the Eurosystem, are intended to be held in a
manner, which would allow Eurosystem eligibility. Therefore, these Notes will initially be deposited upon issue
with in the case of (i) a new global note either Clearstream Banking S.A., Luxembourg or Euroclear Bank
SA/NV as common safekeeper or, (ii) a classical global note Clearstream Banking AG, Frankfurt am Main. It
does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary
policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life.
Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.
8

RISK FACTORS
The following is a description of material risks that are specific to GRENKE AG and GRENKE FINANCE
PLC and/or may affect their respective ability to fulfill their respective obligations under the Notes and
the Guarantee and that are material to the Notes issued under the Programme in order to assess the
market risk associated with these Notes. Prospective investors should consider these risk factors
before deciding whether to purchase the Notes.
Prospective investors should consider all of the information provided in this Prospectus or
incorporated by reference into this Prospectus and consult with their own professional advisers
(including their financial, accounting, legal and tax advisers) if they consider it necessary. In addition,
investors should be aware that the risks described might combine and thus intensify one another.
RISK FACTORS REGARDING GRENKE AG AS ISSUER AND GUARANTOR
GRENKE AG's business, financial condition or results of operations could suffer adverse material effects due to
any of the following risks. This could have an adverse effect on the market price of the Notes, and the Issuer
may ultimately not be able to meet its obligations under the Notes. However, they are not the only risks which
GRENKE AG faces. Additional risks, which are to date unknown to GRENKE AG or which it does not consider
material, might also impair GRENKE AG's business operations.
The risk factors regarding GRENKE AG and GRENKE Group are presented in the following categories
depending on their nature with the most material risk factor mentioned first in each category:

1.
Risks related to the findings of the special audits based on the allegations of the short-seller Viceroy
2.
Risks related to the Issuer's and Guarantor's business activities and industry
3.
Risks related to the Issuer's and Guarantor's financial situation
4.
Legal and regulatory risks
1.
Risks related to the findings of the special audits in relation to the allegations of Viceroy
Research

Risks related to potential regulatory actions by BaFin due to the findings of the Special Audit / DPR
Audit by BaFin
GRENKE AG is the subject of a report published on 15 September 2020 as well as follow-up reports by Viceroy
Research LLC, a platform founded by the short-selling investor Fraser Perring (the "Viceroy Reports"). The
Viceroy Reports contained a variety of issues and accusations, among others, accusations in relation to related
parties' aspects, the (non-)consolidation of franchise companies, acquisition of franchise companies, a UK
reseller portfolio, measures to prevent money laundering as well as to the business model and corporate
governance of GRENKE AG. According to its own statement, Viceroy Research had sold short GRENKE AG
shares in the run-up to the publication.

After the publication of the Viceroy Reports, the German Federal Financial Services Supervisory Authority
("BaFin") initiated a special audit pursuant to Section 44(1) of the German Banking Act ("Special Audit") and
assumed an ongoing review of GRENKE AG's consolidated financial statements, the combined group
management report and management report for the 2019 financial year ("DPR Audit"). In addition, GRENKE
AG commissioned the company's auditor to conduct expanded audit procedures in the course of the regular
audit of the annual financial statements.

According to the final reports submitted in May 2021 by the auditing firm Mazars retained by BaFin in the
context of the Special Audit (together, "Special Audit Report"), there are numerous and significant findings,
including, without limitation, with respect to the necessity to consolidate the franchise companies the failure to
disclose related parties in previous annual financial statements and the treatment of parts of GRENKE Bank's
customer lending business, the effectiveness of GRENKE Group's internal control system (including, but not
limited to, money laundering prevention) and its internal audit and compliance organization. In addition, the
audit conducted by GRENKE AG's auditor revealed certain weaknesses and deficiencies in GRENKE AG's
accounting procedures and its procedures for identifying related parties, in its internal controls and procedures,
in its compliance and internal audit function as well as its IT systems.

9

As BaFin has not yet communicated a final decision on any action and/or sanctions in the context of the
Special Audit and has not yet formally concluded the DPR Audit, further shortcomings in respect of GRENKE
AG's compliance with applicable laws and regulations including accounting rules may be revealed, and no
assurance can be given that BaFin will consider the enhancement measures taken or envisaged by GRENKE
AG to be sufficient to remedy any breaches of applicable laws and regulations.

Failure by GRENKE Group to comply with applicable laws and regulations (including, without limitation,
regarding anti-money laundering and risk management) may lead to material regulatory action and/or sanctions
by competent regulatory authorities such as the appointment of special representatives, significant fines, the
issuance of warnings, the removal of board members and/or the revocation of necessary licences. In addition,
it cannot be ruled out that BaFin wil ascertain specific deficiencies in GRENKE AG's financial accounts based
on the DPR Audit and order GRENKE AG to publish such accounting deficiencies as well as take future
administrative measures and other sanctions. Any such possible regulatory action could have a material
negative effect on GRENKE Group's assets, liquidity, profitability, business prospects and reputation.

The Auditing Association of the German Banks (Prüfungsverband deutscher Banken e.V. - "PV") is currently
conducting an audit of GRENKE Bank with respect to its membership in the Deposit Protection Fund
(Einlagensicherungsfonds) maintained by the Federal Association of German Banks, in particular to review the
adequacy of the processes established to address the findings in the Special Audit Report. It cannot be ruled
out that, based on any findings of the PV in its ongoing audit, it may impose certain restrictions (Auflagen) on or
exclude GRENKE Bank from the participation in the Deposit Protection Fund which, in turn, could have
material negative implications for the current and future business activities of GRENKE.

Risks related to findings regarding the inadequacy of organisational money laundering prevention as
well as internal controls in the GRENKE Group

In its audit report relating to the audit of the annual financial statements of GRENKE Group for the 2020
financial year, GRENKE AG's auditor raised significant objections regarding the adequacy and effectiveness of
the anti-money laundering ("AML") organisation and money-laundering prevention process in the GRENKE
Group.

Likewise, the Special Audit Report found GRENKE AG's money laundering prevention organisation and
internal control measures regarding money-laundering prevention to be ineffective in certain areas and the
material and personnel resources available to the AML officer at the date of conducting the audit - showed
substantial deficiencies. In addition, significant deficiencies were identified in the internal instructions regarding
GRENKE Group's KYC process as well as in GRENKE Group's internal principles, procedures and controls of
customer-related due diligence obligations.

The lack of or ineffective process-related controls in the internal control system could increase the risk of
potential fraud cases or other irregularities in GRENKE Group's business. The insufficient structure of the
internal audit functions may have prevented or may delay or prevent the findings of potential violations against
laws and regulations. In addition to potential action and/or sanctions by the competent authorities, the
insufficient design of internal audit might not prevent potential employees' behavior to commit fraud or doing
other irregularities and prevent the implementation of effective compliance measures and thereby negatively
impact business operations and business prospects and give rise to liability risks towards third parties.

Risks related to findings in GRENKE Bank's lending business

According to the Special Audit Report, there are significant deficiencies at the GRENKE Bank including, without
limitation, with respect to the adequateness of its business organisation relating inter alia to the customer
lending business as well as its loan origination and risk management processes, as well as the granting of
credits to GRENKE Group companies.

Deficiencies in GRENKE Bank's customer lending business as well as the financing of group and franchise
companies could lead to increased loss accruals and ultimately write-offs of loan claims which would negatively
affect GRENKE Bank's and the GRENKE Group's liquidity, financial statements and profits. Additionally, new
business might be limited due to missing repayments. Furthermore, GRENKE AG could become subject to
action and/or sanctions by the competent supervisory authorities.

10