Obligation Deutsche Börse AG 1.125% ( DE000A2LQJ75 ) en EUR

Deutsche Börse AG

92.717 % ▼

Allemagne

DE000A2LQJ75 ( en EUR )

1.125% par an ( paiement annuel )

25/03/2028

Prospectus brochure de l'obligation Deutsche Börse AG DE000A2LQJ75 en EUR 1.125%, échéance 25/03/2028

1 000 EUR

600 000 000 EUR

26/03/2025 ( Dans 330 jours )

L'Obligation émise par Deutsche Börse AG ( Allemagne ) , en EUR, avec le code ISIN DE000A2LQJ75, paye un coupon de 1.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/03/2028

Prospectus dated 20 March 2018

Deutsche Börse Aktiengesellschaft
(Frankfurt am Main, Federal Republic of Germany)
EUR 600,000,000 1.125 per cent. Notes due 2028
ISIN DE000A2LQJ75, Common Code 179794756, WKN A2LQJ7
Issue Price: 99.036 per cent.
Deutsche Börse Aktiengesellschaft, Mergenthalerallee 61, 65760 Eschborn, Germany (the "Issuer" or "Deutsche Börse" and the Issuer together with
its subsidiaries, the "Deutsche Börse Group" or the "Group") will issue on 26 March 2018 (the "Issue Date") EUR 600,000,000 1.125 per cent.
Notes due 2028 (the "Notes") in the denomination of EUR 1,000 each.
The Notes will be governed by the laws of the Federal Republic of Germany ("Germany"). The Notes will be redeemed at par on 26 March 2028.
The Notes will bear interest from and including the Issue Date to, but excluding 26 March 2028 (the "Maturity Date") at a rate of 1.125 per cent. per
annum, payable annually in arrear on 26 March of each year (each such date, an "Interest Payment Date"), commencing on 26 March 2019.
Unless previously redeemed or repurchased and cancelled, the Notes will be redeemed at par on the Maturity Date.
The Notes will be represented by a Global Note (as defined in the section Terms and Conditions of the Notes) without interest coupons.
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 2014/51/EU) (the "Prospectus Directive"). The Issuer will prepare and
make available on the website of the Luxembourg Stock Exchange (www.bourse.lu) an appropriate supplement to this Prospectus if at any time the
Issuer is required to prepare a prospectus supplement pursuant to Article 13 of 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"). This
Prospectus will be published in electronic form together 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 Prospectus Law. By approving this Prospectus, the CSSF gives no undertaking as to the economic and financial
opportuneness of the transaction and 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 authority in Germany and may request CSSF to provide competent authorities in
additional host Member States within the European Economic Area, with a certificate of approval attesting that this Prospectus has been drawn up in
accordance with the Luxembourg Prospectus Law.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and subject to
certain exceptions, the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.
Application has been made to the Frankfurt Stock Exchange for the Notes to be listed on the Frankfurt Stock Exchange and to be traded on the
regulated market of the Frankfurt Stock Exchange and the sub segment of the regulated market with further post-admission duties (Prime Standard).
Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted to 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
Frankfurt Stock Exchange and the Luxembourg Stock Exchange's regulated market are regulated markets for the purposes of Directive 2014/65/EU
(as amended, "MiFID II").
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risks and
that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition.
Investing in the Notes involves certain risks. Please review the section entitled "Risk Factors" beginning on page 30 of this Prospectus.

Joint Lead Managers
Commerzbank
Deutsche Bank
DZ BANK AG
HSBC
Lloyds Bank
UniCredit Bank

TABLE OF CONTENTS
SUMMARY .......................................................................................................................................................... 3
GERMAN TRANSLATION OF THE SUMMARY (ZUSAMMENFASSUNG) ............................................... 16
RISK FACTORS ................................................................................................................................................. 30
RESPONSIBILITY STATEMENT ..................................................................................................................... 49
NOTICE TO INVESTORS ................................................................................................................................. 50
USE OF PROCEEDS ......................................................................................................................................... 52
TERMS AND CONDITIONS OF THE NOTES ................................................................................................ 53
GENERAL INFORMATION ON THE ISSUER AND DEUTSCHE BÖRSE GROUP .................................... 74
TAXATION ......................................................................................................................................................... 95
OFFER, SALE AND SUBSCRIPTION OF THE NOTES ................................................................................. 99
GENERAL INFORMATION ............................................................................................................................ 102
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................... 104

2

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 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
Description of
Element
Element
Disclosure requirement
A.1
Warnings
This summary should be read as an introduction to the Prospectus.
Any decision to invest in the Notes should be based on consideration of the
Prospectus as a whole by the investor.
Where a claim relating to the information contained in the Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation in its Member State, 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
Consent to the use The Issuer consents to the use of the Prospectus by all financial
of the prospectus
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 financial
intermediaries in Luxembourg and Germany can be made during the offer
period which is expected to commence on 21 March 2018 and will be open
until 26 March 2018 being the date of issuance of the Notes.

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.
3

Section B Issuer
Description of
Element
Element
Disclosure requirement
B.1
Legal and
Deutsche Börse Aktiengesellschaft (the "Issuer" or "Deutsche Börse", and
commercial name
its subsidiaries taken as a whole the "Deutsche Börse Group" or the
of the Issuer
"Group")
B.2
Domicile / legal
The Issuer is a stock corporation (Aktiengesellschaft) incorporated under the
form / legislation /
laws of the Federal Republic of Germany. The Issuer has its registered
country of
office in Frankfurt am Main, Germany, and maintains its head office in
incorporation of the Eschborn, Germany. The Issuer operates under the laws of the Federal
Issuer
Republic of Germany.
B.4b
Trends affecting the Deutsche Börse Group is an exchange organisation and provider of financial
Issuer and the
services infrastructure.
industries in which
The business environment in which Deutsche Börse Group operates
it operates
continues to experience significant and rapid technological change and
considerable increase in regulatory requirements, resulting in significant
shifts in the competitive environment and a major impact on the overall
market infrastructure.
Among the regulatory initiatives impacting the business of Deutsche Börse
Group are the Markets in Financial Instruments Directive (MiFID II) and
the Markets in Financial Instruments Regulation (MiFIR), the regulation of
packaged retail and insurance-based investment products (PRIIPs
Regulation), the European Market Infrastructure Regulation (EMIR), the
Central Securities Depositories Regulation (CSDR), the Benchmark
Regulation as well as the Basel III standard for banks, the Capital
Requirements Directive (CRD V), the Capital Requirements Regulation
(CRR II) and the Securities Financing Transactions Regulation (SFTR).
As a provider of a highly regulated financial market infrastructure, Deutsche
Börse Group must meet regulatory duties and at the same time strive to
offer products and services tailored to meet the needs of its customers.
In addition, current uncertainties could unsettle the markets. These include,
among others, geopolitical crises, the development of commodity prices,
monetary policy moves by the Federal Reserve System in the US and the
European Central Bank in Europe, or a crisis of confidence in the growth of
certain emerging market countries, especially in Asia. It remains unclear as
to how the United Kingdom's exit from the European Union will work out,
and what the impact on markets will be.
B.5
Group / Issuer's
Deutsche Börse is the parent company of Deutsche Börse Group, which as
position within the
per 31 December 2017 included 61 fully consolidated subsidiaries.
Group
B.9
Profit forecast or
Not applicable. No profit forecasts or estimates are made.
estimate
B.10
Qualifications in the Not applicable. The auditors have issued unqualified audit reports for the
audit report
consolidated financial statements for the fiscal years 2017 and 2016.
4

Description of
Element
Element
Disclosure requirement
B.12
Selected key
SELECTED FINANCIAL INFORMATION ON DEUTSCHE BÖRSE
financial
GROUP
information
Selected Information from the Consolidated Balance Sheet of Deutsche
Börse Group for the fiscal years 2017 and 2016, respectively.

As at 31 December

2017
2016

audited

EUR millions
Assets

Total non-current assets
10,883.7
11,938.7
Total current assets
124,257.7
151,904.4
Total assets
135,141.4
163,843.1

Equity and liabilities

Total equity
4,959.4
4,623.2
Total non-current liabilities
7,023.8
8,669.8
Total current liabilities
123,158.2
150,550.1
Total liabilities
130,182.0
159,219.9
Total equity and liabilities
135,141.4
163,843.1

5

Description of
Element
Element
Disclosure requirement
Selected Information from the Consolidated Statement of Income of
Deutsche Börse Group for the fiscal years 2017 and 2016, respectively.

1 January to 31 December

2017
2016

audited

EUR millions
Total revenue
2,802.5
2,673.9
Volume-related costs
(340.2)
(285.2)
Net revenue (total revenue less
volumes-related costs)
2,462.3
2,388.7
Operating costs1
(1,131.6)
(1,186.4)
Result from equity investments
197.8
36.9
Earnings before interest and
tax (EBIT)
1,368.6
1,108.2
Financial income
6.6
4.6
Financial expense
(86.3)
(79.2)
Earnings before tax (EBT)
1,288.9
1,033.6
Other tax
(1.5)
(1.5)
Income tax expense
(391.4)
(284.5)
Net profit for the period
896.0
1,298.2
thereof non-controlling interests
21.7
25.5
Earnings per share (basic)
(EUR)
4.68
6.81
Earnings per share (diluted)
(EUR)
4.68
6.81
1) Since the second quarter of 2017, operating costs have included staff costs as well as other
operating expenses, but have excluded depreciation, amortisation and impairment losses. Prior-
year figures have been adjusted accordingly.

6

Description of
Element
Element
Disclosure requirement

Selected Information from the Consolidated Cash Flow Statement of
Deutsche Börse Group for the fiscal years 2017 and 2016, respectively.

1 January to 31 December

2017
2016

audited

EUR millions
Cash flows from operating
activities
1,056.2
1,621.4
Cash flows from investing
activities
181.9
578.5
Cash flows from financing
activities
(501.0)
(848.8)
Net change in cash and cash
equivalents
737.1
1,351.1

No material adverse There has been no material adverse change in the prospects of the Issuer
change / significant since 31 December 2017.
changes in financial Not applicable. There have been no significant changes in the financial or
or trading position
trading position of the Issuer since 31 December 2017.
B.13
Recent events,
Not applicable. There have been no recent events, which are to a material
which are to a
extent relevant to the evaluation of the Issuer's solvency.
material extent
relevant to the
evaluation of the
Issuer's solvency
B.14
Description of the
See B.5
Group / Issuer's
Not applicable. The Issuer is the parent company of the Group. It is not
position within the
dependent upon other entities within the Group.
Group /
Dependency of the
Issuer upon other
entities within the
group
B.15
Issuer's principal
Deutsche Börse Group is an exchange organisation and provider of financial
activities
services infrastructure with a comprehensive product range.
Deutsche Börse operates the cash market at FWB with its two trading
venues Xetra and Börse Frankfurt. It also offers trading in structured
products (certificates and warrants) in Germany via Börse Frankfurt
Zertifikate AG. In addition, Deutsche Börse operates the Eurex Exchange
derivatives market via Eurex Frankfurt AG. Commodities spot and
derivatives markets are operated by the Group's indirect subsidiary
European Energy Exchange AG ("EEX"). Deutsche Börse operates a
foreign exchange trading platform via its subsidiary 360 Treasury Systems
AG ("360T"). The Group also offers clearing services for the cash and
7

Description of
Element
Element
Disclosure requirement
derivatives markets (Eurex Clearing AG). Furthermore, Deutsche Börse
sells price and reference data as well as other trading information; its
STOXX Ltd. subsidiary develops and sells indices. All post-trade services
that Deutsche Börse Group provides for securities are handled by
Clearstream Holding AG and its subsidiaries (Clearstream Holding group).
These include transaction settlement, the administration and custody of
securities, as well as services for global securities financing and investment
funds. Deutsche Börse and Clearstream Services S.A. develop and operate
Deutsche Börse Group's technological infrastructure.
B.16
Controlling interest
Not applicable. The Issuer has not been notified by any shareholder that it is
over the Issuer
holding 10 per cent. or more of the share capital of Deutsche Börse.
B.17
Credit ratings
The Issuer has received the following ratings from Standard & Poor's Credit
Market Services France S.A.S. ("Standard & Poor's")1:
Long-term: AA
Short-term: A-1+.
The Notes have been rated "AA" by Standard & Poor's.
Section C Securities
Description of
Element
Element
Disclosure requirement
C.1
Type and class of
The Notes are unsecured. The Notes bear fixed interest throughout the
securities being
entire term of the Notes.
offered / security
Security codes:
identification
numbers
ISIN: DE000A2LQJ75
Common Code: 179794756
German Securities Code (WKN): A2LQJ7
C.2
Currency
Euro
C.5
Restrictions on free
Not applicable, the Notes are freely transferable.
transferability
C.8
Rights attached to
Rights attached to the Notes
the Notes, ranking of The Notes entitle the Noteholders, in particular, to the interest payments
the Notes,
described in Element C.9.
limitations of the
rights attached to the Ranking of the Notes
Notes
The obligations under the Notes constitute unsecured and unsubordinated
obligations of the Issuer ranking pari passu among themselves and pari

1
Standard & Poor's is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the
European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the "CRA Regulation").

The European Securities and Markets Authority publishes on its website (https://www.esma.europa.eu/supervision/credit-rating-
agencies/risk) a list of credit rating agencies registered in accordance with the CRA Regulation. That list is updated within five
working days following the adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European Commission shall
publish that updated list in the Official Journal of the European Union within 30 days following such update.

Investors in the Notes should be aware that a credit rating is not a recommendation to buy, sell or hold securities and may be revised
or withdrawn by the rating agency at any time.
8

Description of
Element
Element
Disclosure requirement
passu with all other unsecured and unsubordinated obligations of the
Issuer except for any obligations preferred by law.
Early redemption at the option of the Issuer for taxation reasons
If a gross-up event occurs, the Notes may be redeemed at any time at the
option of the Issuer upon giving irrevocable notice within the specified
notice period at their principal amount plus interest accrued to, but
excluding, the date fixed for redemption.
Early redemption at the option of the Issuer within the three months
period prior to maturity
The Issuer may redeem the Notes (in whole but not in part) within the
period from 26 December 2027 (including) to the Maturity Date
(excluding) upon giving irrevocable notice within the specified notice
period at their principal amount plus interest accrued to, but excluding, the
date fixed for redemption.
Early redemption of the Noteholders for reasons of a Change of Control
The Notes provide for the option of the Noteholders to demand
redemption of the Notes at their principal amount plus interest accrued to,
but excluding, the control record date in the event of a change of control
and the occurrence of a rating downgrade in respect of that change of
control within the change of control period.
Early redemption of the Noteholders in an event of default (including
cross default)
The Notes provide for events of default (including the cross default)
entitling Noteholders to demand immediate redemption of the Notes at
their principal amount plus interest accrued to, but excluding, the date of
repayment.
Negative pledge
The Notes contain a negative pledge undertaking of the Issuer.

Resolutions of Noteholders
In accordance with the German Act on Debt Securities of 2009
(Schuldverschreibungsgesetz "SchVG") the Notes contain provisions
pursuant to which Noteholders may agree by resolution to amend the
Terms and Conditions (with the consent of the Issuer) and to decide upon
certain other matters regarding the Notes. Resolutions of Noteholders
properly adopted, either in a meeting of Noteholders or by vote taken
without a meeting in accordance with the Terms and Conditions, are
binding upon all Noteholders. Resolutions providing for material
amendments to the Terms and Conditions require a majority of not less
than 75 per cent. of the votes cast. Resolutions regarding other
amendments are passed by a simple majority of the votes cast.
C.9
Interest rate /
Please see Element C.8 for information on rights attached to the Notes,
Interest
ranking of the Notes, limitations to the rights attached to the Notes.
commencement date
Unless previously redeemed or repurchased and cancelled, the Notes bear
/ Interest payment
9

Description of
Element
Element
Disclosure requirement
dates
interest on their principal amount at the rate of 1.125 per cent. per annum
from and including 26 March 2018 (the "Interest Commencement Date")
to, but excluding, the Maturity Date (as defined below).
Interest is scheduled to be paid annually in arrear on 26 March of each
year (each an "Interest Payment Date"), commencing on 26 March 2019.

Underlying on
Not applicable. The interest rate is not based on an underlying.
which interest rate is
based
Maturity date
26 March 2028 (the "Maturity Date").
including repayment
Unless the Notes are previously redeemed or repurchased and cancelled,
procedures
the Notes will be repaid at the principal amount on the Maturity Date.
Payment shall be made to the Clearing System or to its order for credit to
the accounts of the relevant account holders of the Clearing System.
Indication of yield
The yield of the Notes is 1.228 per cent. per annum and is calculated on
the basis of the issue price of the Notes (the "Issue Price").
Name of
Not applicable. In accordance with the SchVG the Notes provide that the
representative of the
Noteholders may by majority resolution appoint a representative for all
Noteholders
Noteholders (the "Noteholders' Representative"). The responsibilities
and functions assigned to the Noteholders' Representative appointed by a
resolution are determined by the SchVG and by majority resolutions of the
Noteholders.
C.10
Derivative
See C.9
component in
Not applicable. The Notes have no derivative component.
interest payment
C.11
Admission to trading Application has been made to the Frankfurt Stock Exchange for the Notes
of securities
to be admitted to trading on the regulated market of the Frankfurt Stock
Exchange and the sub segment of the regulated market with further post-
admission duties (Prime Standard). Application has also been made to the
Luxembourg Stock Exchange for the Notes to be admitted to trading on
the Luxembourg Stock Exchange's regulated market.
10