Obligation IHO VERWALTUNGS GMBH 6.375% ( US44963BAD01 ) en USD

IHO VERWALTUNGS GMBH

100 % ▲

Allemagne

US44963BAD01 ( en USD )

6.375% par an ( paiement semestriel )

15/05/2029

Prospectus brochure de l'obligation IHO VERWALTUNGS GMBH US44963BAD01 en USD 6.375%, échéance 15/05/2029

44963BAD0

BB- ( Spéculatif )

Ba2 ( Spéculatif )

15/11/2024 ( Dans 2 jours )

L'Obligation émise par IHO VERWALTUNGS GMBH ( Allemagne ) , en USD, avec le code ISIN US44963BAD01, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2029

L'Obligation émise par IHO VERWALTUNGS GMBH ( Allemagne ) , en USD, avec le code ISIN US44963BAD01, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par IHO VERWALTUNGS GMBH ( Allemagne ) , en USD, avec le code ISIN US44963BAD01, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Listing Memorandum

IHO Verwaltungs GmbH

Up to 972,008,261 3.625% / 4.375% Senior Secured PIK Toggle Notes due 2025
Up to 673,043,388 3.875% / 4.625% Senior Secured PIK Toggle Notes due 2027
Up to $692,810,254 6.000% / 6.750% Senior Secured PIK Toggle Notes due 2027
Up to $725,275,370 6.375% / 7.125% Senior Secured PIK Toggle Notes due 2029
IHO Verwaltungs GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of
Germany (the "Issuer"), has offered (the "Offering") 800,000,000 in aggregate principal amount of its 3.625% / 4.375% Senior Secured PIK Toggle
Notes due 2025 (the "2025 Euro Notes"), 500,000,000 in aggregate principal amount of its 3.875% / 4.625% Senior Secured PIK Toggle Notes due
2027 (the "2027 Euro Notes" and, together with the 2025 Euro Notes, the "Euro Notes"), $450,000,000 in aggregate principal amount of its
6.000% / 6.750% Senior Secured PIK Toggle Notes due 2027 (the "2027 Dollar Notes") and $400,000,000 in aggregate principal amount of its
6.375% / 7.125% Senior Secured PIK Toggle Notes due 2029 (the "2029 Dollar Notes" and, together with the 2027 Dollar Notes, the "Dollar Notes;"
the Dollar Notes and the Euro Notes together, the "Notes"). The Issuer will pay interest on the Notes semiannually in arrears on May 15 and
November 15 of each year, commencing November 15, 2019. The first two and the final interest payments on the Notes will be made in cash. For
each other interest payment the Issuer will be required to pay interest on the Notes entirely in cash ("Cash Interest"), unless the conditions
described in this listing memorandum (the "Listing Memorandum") are satisfied, in which case the Issuer will be entitled to pay, to the extent
described herein, interest for such interest period by increasing the principal amount of the Notes or by issuing Notes ("Additional PIK Notes") in a
principal amount equal to such interest (in each case, "PIK Interest"). Cash Interest on the 2025 Euro Notes will accrue at the rate of 3.625% per
annum (the "2025 Euro Cash Interest Rate"), Cash Interest on the 2027 Euro Notes will accrue at the rate of 3.875% per annum (the "2027 Euro
Cash Interest Rate"), Cash Interest on the 2027 Dollar Notes will accrue at the rate of 6.000% per annum (the "2027 Dollar Cash Interest Rate") and
Cash Interest on the 2029 Dollar Notes will accrue at the rate of 6.375% per annum (the "2029 Dollar Cash Interest Rate" and each of the 2025 Euro
Cash Interest Rate, the 2027 Euro Cash Interest Rate, the 2027 Dollar Cash Interest Rate and the 2029 Dollar Cash Interest Rate, as applicable, the
"Cash Interest Rate"). PIK Interest will accrue at the respective Cash Interest Rate plus 0.75% per annum. If the Issuer pays all eligible interest in PIK
Interest, it will increase the principal amount of the 2025 Euro Notes, the 2027 Euro Notes, the 2027 Dollar Notes and the 2029 Dollar Notes or
issue Additional PIK Notes in relation to the 2025 Euro Notes, the 2027 Euro Notes, the 2027 Dollar Notes and the 2029 Dollar Notes, as applicable,
in a principal amount up to a maximum of 172 million, 173 million, $243 million and $325 million, respectively. Upon the payment of PIK Interest,
a notice shall be published on the website of the Luxembourg Stock Exchange in the form of Appendix 1.
The 2025 Euro Notes will mature on May 15, 2025, the 2027 Euro Notes will mature on May 15, 2027, the 2027 Dollar Notes will mature on May 15,
2027 and the 2029 Dollar Notes will mature on May 15, 2029. The Issuer may redeem the 2025 Euro Notes, the 2027 Euro Notes, the 2027 Dollar
Notes and the 2029 Dollar Notes in whole or in part at any time on or after May 15, 2021, May 15, 2022, May 15, 2022 and May 15, 2024,
respectively, at the redemption prices specified herein. Prior to May 15, 2021, May 15, 2022, May 15, 2022 and May 15, 2024, the Issuer will be
entitled, at its option, to redeem all or a portion of the 2025 Euro Notes, the 2027 Euro Notes, the 2027 Dollar Notes and the 2029 Dollar Notes,
respectively, at a price equal to 100% of the principal amount plus accrued and unpaid interest plus a "makewhole" premium. In addition, prior to
May 15, 2021, May 15, 2022, May 15, 2022 and May 15, 2024, the Issuer may redeem at its option up to 40% of the 2025 Euro Notes, the 2027 Euro
Notes, the 2027 Dollar Notes and the 2029 Dollar Notes, respectively, using the proceeds of certain equity offerings.
Upon the occurrence of certain events constituting a change of control, the Issuer may be required to make an offer to purchase the Notes at 101%
of the principal amount thereof, plus accrued and unpaid interest, if any. In the event of certain developments affecting taxation, the Issuer may
redeem all, but not less than all, of the applicable series of Notes.
The Notes will be senior obligations of the Issuer and will rank pari passu with all other indebtedness of the Issuer that is not subordinated to the
Notes, including the Issuer Facilities Agreement and the Existing Issuer Notes (each as defined herein). Upon issuance, the Notes (together with the
Issuer's obligations under Issuer Facilities Agreement, the Existing Issuer Notes and certain hedging liabilities) will be secured by pledges over (i)
333,000,001 common shares in Schaeffler AG (representing 66.7% of the voting shares (Stammaktien) and 50.0% plus one share of the total share
capital of Schaeffler AG) held by the Issuer and (ii) 41,937,694 common shares in Continental AG held by the Issuer (representing 21.0% of the total
share capital of Continental AG), in each case as described in this Listing Memorandum (the "Collateral"). As of the Issue Date, the Notes will not be
guaranteed by any of the Issuer's subsidiaries and will be structurally subordinated to all existing and future indebtedness of any of the Issuer's
subsidiaries (in particular, Schaeffler AG and its subsidiaries). The Notes will be effectively subordinated to any existing and future indebtedness of
the Issuer that is secured by property or assets that do not secure the Notes, to the extent of the value of the property and assets securing such
indebtedness.
The restrictive covenants in the indenture that will govern the Notes (the "Indenture") will only apply to the Issuer and not to Schaeffler AG and its
subsidiaries or any future subsidiaries that are designated as Unrestricted Subsidiaries (as defined in the Indenture). See "Risk Factors--Risks related
to the Notes and our Structure--Schaeffler AG and its subsidiaries will be Unrestricted Subsidiaries under the Indenture and will not be subject to the
restrictive covenants in the Indenture, will not guarantee the Notes and will not provide any Collateral."
All or part of the Collateral may be released or impaired without the consent of the holders under certain circumstances and are subject to
certain limitations.
____________________________
Investing in the Notes involves risks. See "Risk Factors" beginning on page 44.
____________________________
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws. Accordingly, the Notes were offered and sold only to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the
U.S. Securities Act ("Rule 144A") and to nonU.S. persons outside the United States in reliance on Regulation S under the U.S. Securities Act
("Regulation S") other than retail investors in the European Economic Area, each defined as a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
2002/92/EC (as amended or superseded, the "Insurance Mediation Directive"), 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 Directive 2003/71/EC (as amended or superseded, the
"Prospectus Directive"). Prospective purchasers that are QIBs are hereby notified that the seller of the Notes may be relying on the exemption
from the registration requirements under the U.S. Securities Act provided by Rule 144A. See "Important Information about this Listing
Memorandum" and "Transfer Restrictions" for additional information about eligible offerees and transfer restrictions.

The Listing Memorandum may be used only for the purposes for which it has been published. This Listing Memorandum constitutes a prospectus
for securities for purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 10, 2005, as amended, and includes
information on the terms of the Notes, including redemption and repurchase prices, covenants and transfer restrictions. Application has been made
to list the Notes on the Official List of the Luxembourg Stock Exchange (the "LuxSE") and to admit the Notes to trading on the LuxSE's Euro MTF
market (the "Euro MTF Market"), which is not a regulated market within the meaning of MiFID II.
The Notes are expected to be issued in the form of one or more global notes in registered form and delivered in bookentry form through the
Depository Trust Company ("DTC"), Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream") on or about June 6, 2019
(the "Issue Date").
____________________________
Issue Price for the 2025 Euro Notes: 100.000% plus accrued interest, if any, from the Issue Date.
Issue Price for the 2027 Euro Notes: 98.324% plus accrued interest, if any, from the Issue Date.
Issue Price for the 2027 Dollar Notes: 100.000% plus accrued interest, if any, from the Issue Date.
Issue Price for the 2029 Dollar Notes: 100.000% plus accrued interest, if any, from the Issue Date.
Listing Memorandum dated June 6, 2019.

In making your investment decision, you should rely only on the information contained in this
Listing Memorandum. We have not, and the Initial Purchasers (as defined herein) have not,
authorized any other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. You should assume that the
information appearing in this Listing Memorandum is accurate as of the date on the front cover of
this Listing Memorandum only. Our business, financial condition, results of operations and
prospects may have changed since that date. Neither the delivery of this Listing Memorandum nor
any sale made hereunder shall under any circumstances imply that the information herein is
correct as of any date subsequent to the date on the cover of this Listing Memorandum.
Table of Contents
Summary ................................................................................................................................................ 1
Summary of the Offering ...................................................................................................................... 18
Summary Financial Information ........................................................................................................... 26
Risk Factors ........................................................................................................................................... 44
Use of Proceeds .................................................................................................................................... 85
Capitalization ........................................................................................................................................ 86
Certain Financial Information of the Issuer .......................................................................................... 88
Selected Financial Information of the Schaeffler Group ...................................................................... 96
Management's Discussion and Analysis of Financial Condition and Results of Operations of the
Schaeffler Group................................................................................................................................. 104
Industry .............................................................................................................................................. 156
Business .............................................................................................................................................. 163
Regulatory Framework ....................................................................................................................... 193
Management ...................................................................................................................................... 221
Certain Relationships and Related Party Transactions ...................................................................... 234
General Information on the Issuer ..................................................................................................... 236
Description of Other Indebtedness .................................................................................................... 238
Description of the Notes .................................................................................................................... 281
Limitations on Validity and Enforceability of the Collateral and Certain Insolvency Law
Considerations .................................................................................................................................... 370
Bookentry, Delivery and Form .......................................................................................................... 380
Taxation .............................................................................................................................................. 386
Certain ERISA Considerations ............................................................................................................. 397
Plan of Distribution ............................................................................................................................. 399
Transfer Restrictions .......................................................................................................................... 402
Legal Matters ...................................................................................................................................... 406
Independent Auditors ........................................................................................................................ 407
Service of Process and Enforcement of Civil Liabilities ...................................................................... 408
Listing and General Information ......................................................................................................... 410
Glossary of Technical Terms ............................................................................................................... 412
Appendix 1 Form of Notice .............................................................................................................. 413
Financial Information .......................................................................................................................... F1

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Important Information about this Listing Memorandum
We have prepared this Listing Memorandum based on information obtained from sources we believe
to be reliable. Summaries of documents contained in this Listing Memorandum may not be
complete. None of Deutsche Bank AG, London Branch, Deutsche Bank Securities Inc., Citigroup
Global Markets Limited, Merrill Lynch International or HSBC Bank plc (collectively, the "Initial
Purchasers") represent that the information herein is complete or accurate. The information in this
Listing Memorandum is current only as of the date on the cover page hereof, and our business or
financial condition and other information in this Listing Memorandum may change after that date.
Information in this Listing Memorandum is not legal, tax or business advice; accordingly, you should
consult your own legal, tax and business advisors regarding an investment in the Notes.
You should base your decision to invest in the Notes solely on information contained in this Listing
Memorandum. Neither we nor the Initial Purchasers have authorized anyone to provide you with any
different information.
We offered the Notes in reliance on an exemption from registration under the U.S. Securities Act for
an offer and sale of securities that does not involve a public offering. If you purchase the Notes, you
will be deemed to have made certain acknowledgements, representations and warranties as detailed
under this section. You may be required to bear the financial risk of an investment in the Notes for an
indefinite period. Neither we nor the Initial Purchasers are making an offer to sell the Notes in any
jurisdiction where the offer and sale of the Notes is prohibited or make any representation to you that
the Notes are a legal investment for you. No action has been, or will be, taken to permit a public
offering in any jurisdiction where action would be required for that purpose.
Each prospective purchaser of the Notes must comply with all applicable laws, rules and regulations
in force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any
consent, approval or permission required by it for the purchase, offer or sale by it of the Notes under
the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such
purchases, offers or sales, and neither we nor the Initial Purchasers shall have any responsibility
therefor.
Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any
nonU.S. securities authority nor other authority has approved or disapproved of the Notes or
determined if this Listing Memorandum is truthful or complete. Any representation to the contrary is a
criminal offense.
We have applied to have the Notes listed on the Official List of the LuxSE and traded on the Euro MTF
Market, which is not a regulated market within the meaning of MiFID II.
We accept responsibility for the information contained in this Listing Memorandum. We have made all
reasonable inquiries and confirm to the best of our knowledge, information and belief that the
information contained in this Listing Memorandum with regard to us and our subsidiaries and
affiliates and the Notes is true and accurate in all material respects, that the opinions and intentions
expressed in this Listing Memorandum are honestly held and that we are not aware of any other facts
the omission of which would make this Listing Memorandum or any statement contained herein
misleading in any material respect.
No representation or warranty is made or implied by the Initial Purchasers or any of their respective
affiliates, and neither the Initial Purchasers nor any of their respective affiliates make any
representation or warranty or accept any responsibility or any liability, as to the accuracy or
completeness of the information contained in this Listing Memorandum and any other information
provided by the Issuer in connection with the issuance of the Notes. None of the Initial Purchasers
accepts any responsibility or liability in relation to the information contained in this Listing

ii

Memorandum or any other information provided by the Issuer in connection with the issuance of the
Notes.
By receiving this Listing Memorandum, investors acknowledge that they have had an opportunity to
request for review, and have received, all additional information they deem necessary to verify the
accuracy and completeness of the information contained in this Listing Memorandum. Investors also
acknowledge that they have not relied on the Initial Purchasers in connection with their investigation
of the accuracy of this information or their decision to invest in the Notes. The content of this Listing
Memorandum is not to be considered legal, business, financial, investment, tax or other advice.
Prospective investors should consult their own counsel, accountant and other advisors as to legal,
business, financial, investment, tax and other aspects of a purchase of the Notes. In making an
investment decision, investors must rely on their own examination of our business, the terms of the
offering of the Notes and the merits and risks involved.
We have prepared this Listing Memorandum solely for use in connection with the offer of the Notes
to qualified institutional buyers pursuant to Rule 144A and to nonU.S. persons (within the meaning
of Regulation S) outside the United States in compliance with Regulation S.
We and the Initial Purchasers may reject any offer to purchase the Notes in whole or in part, sell less
than the entire principal amount of the Notes offered hereby or allocate to any purchaser less than
all of the Notes for which it has subscribed.
Certain exchange rate information presented in this Listing Memorandum is extracted from
information and data publicly released by official and other sources. While we accept responsibility
for accurately summarizing the information concerning exchange rates, and as far as we are aware
and able to ascertain no facts have been omitted which would render this information inaccurate or
misleading, we accept no further responsibility in respect of such information. The information set
out in relation to sections of this Listing Memorandum describing clearing and settlement
arrangements, including the section entitled "Bookentry, Delivery and Form," is subject to change in
or reinterpretation of the rules, regulations and procedures of DTC, Euroclear and Clearstream
currently in effect. While we accept responsibility for accurately summarizing the information
concerning DTC, Euroclear and Clearstream, and, as far as we are aware, and able to ascertain, no
facts have been omitted which would render this information inaccurate or misleading, we accept no
further responsibility in respect of such information.
Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes
is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels
for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID
II is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
The Notes are subject to restrictions on transferability and resale and may not be transferred or
resold except as permitted under the U.S. Securities Act and applicable securities laws of any other
jurisdiction pursuant to registration or exemption therefrom. Prospective purchasers should be
aware that they may be required to bear the financial risks of this investment for an indefinite period
of time. See "Transfer Restrictions."
IN CONNECTION WITH THE OFFERING OF NOTES, DEUTSCHE BANK AG, LONDON BRANCH, WITH
RESPECT TO THE EURO NOTES AND CITIGROUP GLOBAL MARKETS LIMITED WITH RESPECT TO THE
DOLLAR NOTES (EACH A "STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGER) MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, OVER ALLOT

iii

NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO STABILIZING OR MAINTAINING THE MARKET
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER WILL UNDERTAKE ANY
SUCH STABILIZATION ACTION. SUCH STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON OR
AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFERING OF
THE NOTES AND MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF
30 CALENDAR DAYS AFTER THE DATE ON WHICH THE ISSUER RECEIVED THE PROCEEDS OF THE
ISSUE AND 60 CALENDAR DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES.
Notice to U.S. Investors
Each purchaser of Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Listing Memorandum under "Transfer Restrictions." The
Notes have not been and will not be registered under the U.S. Securities Act or the securities laws of
any state of the United States and are subject to certain restrictions on transfer. Prospective
purchasers are hereby notified that the seller of the Notes may be relying on the exemption from the
provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a description of certain
further restrictions on resale or transfer of the Notes, see "Transfer Restrictions." The Notes may not
be offered to the public within any jurisdiction. By accepting delivery of this Listing Memorandum,
you agree not to offer, sell, resell, transfer or deliver, directly or indirectly, any Note to the public.
We expect that delivery of the Notes will be made against payment on the Notes on or about the
date specified on the cover page of this Listing Memorandum, which will be ten business days (as
such term is used for purposes of Rule 15c61 of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act")) following the date of pricing of the Notes (this settlement cycle is
being referred to as "T+10"). Under Rule 15c61 of the Exchange Act, trades in the secondary market
generally are required to settle in two business days unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of this Listing
Memorandum or the next seven successive business days will be required to specify an alternative
settlement code at the time of any such trade to prevent a failed settlement. Purchasers of the Notes
who wish to make such trades should consult their own advisors. See "Plan of Distribution."
Notice to Canadian Investors
The Notes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as
principal that are accredited investors, as defined in National Instrument 45106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as
defined in National Instrument 31103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from,
or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Listing Memorandum (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the purchaser within the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions of the securities
legislation of the purchaser's province or territory for particulars of these rights or consult with a
legal advisor.
Pursuant to section 3A.3 of National Instrument 33105 Underwriting Conflicts ("NI 33105"), the
Initial Purchasers are not required to comply with the disclosure requirements of NI 33105 regarding
underwriter conflicts of interest in connection with the offering.

iv

Notice to Certain European Investors
European Economic Area. This Listing Memorandum has been prepared on the basis that any offering
of Notes in any member state of the European Economic Area (the "EEA") will be made pursuant to
an exemption under Directive 2003/71/EC (as amended, the "Prospectus Directive") from the
requirement to publish a prospectus for offerings of notes. This Listing Memorandum is not a
prospectus for the purposes of the Prospectus Directive. No prospectus is required in accordance
with the Prospectus Directive for this issuance of Notes.
The Notes are not intended to be offered or sold to any retail investor in the EEA. For the purposes of
this provision the expression "retail investor" means a person who is one (or more) of the following
(i) a "retail client" as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II") or (ii) a "customer" within the meaning of Directive 2002/92/EC (as amended or
superseded, the "Insurance Mediation Directive"), 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 Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive").
PRIIPS Regulation. The Notes are not intended to be offered or sold to and should not be offered or
sold to any retail investor in the EEA. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Notes to retail investors in the EEA has been prepared and therefore offering or selling the Notes to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation. Each subscriber for or
purchaser of the Notes in the Offering located within a member state of the EEA will be deemed to
have represented, acknowledged and agreed that it is not a retail investor. The Issuer, the Initial
Purchasers and their affiliates and others will rely upon the trust and accuracy of the foregoing
representation, acknowledgement and agreement.
MiFID II Product Governance / Professional investors and Eligible counterparties only target market.
Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes
is "eligible counterparties" and "professional clients" only, each as defined in MiFID II; and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the manufacturer's target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the manufacturer's target market assessment) and determining
appropriate distribution channels.
Austria. The Notes may be offered and sold in the Republic of Austria only in compliance with the
Austrian Capital Markets Act (Kapitalmarktgesetz) and other laws applicable in the Republic of
Austria governing the offer and sale of the Notes in the Republic of Austria. The Notes are not
registered or otherwise authorized for public offer in the Republic of Austria under the Austrian
Capital Markets Act or any other securities laws in the Republic of Austria and this Listing
Memorandum has not been and/or will not be published pursuant to the Austrian Capital Markets
Act. The Notes may only be marketed to investors in the Republic of Austria on the basis of, and in
accordance with, an exemption from the obligation to publish a prospectus pursuant to section 3 of
the Austrian Capital Markets Act. Accordingly, the Notes may not be, and are not being, offered or
advertised publicly and the Notes will only be available to, and this Listing Memorandum and any
other offering material in relation to the Notes is directed only at, persons to whom such offer or
disclosure may be lawfully made. Any resale of the Notes in Austria may only be made in accordance
with the Austrian Capital Markets Act and other applicable laws and in any case only on the basis of,
and in accordance with, an exemption from the obligation to publish a prospectus pursuant to
section 3 of the Austrian Capital Markets Act.

v

Germany. The Offering is not a public offering in the Federal Republic of Germany ("Germany"). The
Notes may only be offered, sold and acquired in accordance with the provisions of the German
Securities Prospectus Act (the "Securities Prospectus Act", Wertpapierprospektgesetz, WpPG), as
amended, the European Commission Regulation (EC) No. 809/2004 of April 29, 2004 as amended,
Regulation (EU) No. 1286/2014 and any other laws applicable in Germany governing the issue,
offering and sale of securities. No application has been made under German law to permit a public
offer of the Notes in Germany. This Listing Memorandum has not been approved under the
Securities Prospectus Act or the Prospectus Directive for purposes of a public offer of the Notes and
accordingly the Notes may not be, and are not being, offered or advertised publicly or by public
promotion in Germany. Therefore, this Listing Memorandum is strictly for private use and the offer is
only being made to recipients to whom the document is personally addressed and does not
constitute an offer or advertisement to the public. The Notes will only be available to, and this Listing
Memorandum and any other offering material in relation to the Notes is directed only at, persons
who are qualified investors (qualifizierte Anleger) within the meaning of Section 2, No. 6 of the
Securities Prospectus Act or in circumstances where another exemption in accordance with Section
3(2) of the Securities Prospectus Act applies. Any resale of the Notes in Germany may only be made
in accordance with the Securities Prospectus Act and other applicable laws. The Company has not,
and does not intend to, file a securities prospectus with the German Federal Financial Supervisory
Authority ("BaFin", Bundesanstalt für Finanzdienstleistungsaufsicht) or obtain a notification to BaFin
from another competent authority of a member state of the European Economic Area, with which a
securities prospectus may have been filed, pursuant to Section 17(3) of the Securities Prospectus Act.
France. This Listing Memorandum has not been prepared in the context of a public offering in France
within the meaning of Article L. 4111 of the Code Monétaire et Financier and Title I of Book II of the
Règlement Général of the Autorité des marchés financiers (the "AMF") and therefore has not been
submitted for clearance to the AMF. Consequently, the Notes have not been and will not be, directly
or indirectly, offered or sold to the public in France, and neither this Listing Memorandum nor any
other offering material relating to the Notes has been or will be distributed or caused to be
distributed to the public in France. Such offers, sales and distribution of the Notes have been and will
only be made in France to (a) providers of investment services relating to portfolio management for
the account of third parties (personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (b) qualified investors (investisseurs qualifiés) other than
individuals, acting for their own account, as defined in, and in accordance with, Articles L. 4111, L.
4112 and D. 4111 of the Code Monétaire et Financier.
Italy. No action has been or will be taken which could allow an offering of the Notes to the public in
the Republic of Italy. Accordingly, the Notes may not be offered or sold directly or indirectly in the
Republic of Italy, and neither this Listing Memorandum nor any other offering circular, prospectus,
form of application, advertisement, other offering material or other information relating to the
Company or the Notes may be issued, distributed or published in the Republic of Italy, except under
circumstances that will result in compliance with all applicable laws, orders, rules and regulations.
The Notes cannot be offered or sold to any natural persons nor to entities other than qualified
investors (according to the definition provided for by the Prospectus Directive) either on the primary
or on the secondary market.
Grand Duchy of Luxembourg. The terms and conditions relating to this Listing Memorandum have not
been approved by and will not be submitted for approval to the Luxembourg Financial Services
Authority (Commission de Surveillance du Secteur Financier) for the purposes of public offering or
sale in the Grand Duchy of Luxembourg ("Luxembourg"). Accordingly, the Notes may not be offered
or sold to the public in Luxembourg, directly or indirectly, and neither this Listing Memorandum nor
any other circular, prospectus, form of application, advertisement or other material may be
distributed, or otherwise made available in or from, or published in, Luxembourg except for the sole
purpose of the admission to trading and listing of the Notes on the Official List of the Luxembourg

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Stock Exchange and except in circumstances which do not constitute a public offer of securities to
the public, subject to prospectus requirements, in accordance with the Luxembourg Act of July 10,
2005 on prospectuses for securities, as amended.
The Netherlands. The Notes (including rights representing an interest in each global note that
represents the Notes) may only be offered to qualified investors within the meaning of article 5:3
(1)(a) in conjunction with article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel
toezicht).
Spain. The offering has not been registered with the Commission Nacional del Mercado de Valores
and therefore the Notes may not be offered in Spain by any means, except in circumstances which
do not qualify as a public offer of securities in Spain in accordance with article 30bis of the Securities
Market Act ("Ley 24/1988, de 28 de julio del Mercado de Valores") as amended and restated, or
pursuant to an exemption from registration in accordance with article 41 of the Royal Decree
1310/2005 ("Real Decreto 1310/2005, de 4 de noviembre por el que se desarrolla parcialmente la Ley
24/1988, de 28 de julio, del Mercado de Valores, en materia de admision a negociacion de valores en
mercados secundarios oficiales, de ofertas publicas de venta o suscripcion y del folleto exigible a tales
efectos").
Switzerland. The Notes offered hereby are being offered in Switzerland on the basis of a private
placement only. This Listing Memorandum does not constitute a prospectus within the meaning of
Article 652a or 1156 of the Swiss Federal Code of Obligations.
United Kingdom. This Listing Memorandum is for distribution only to, and is only directed at, persons
who (a) are investment professionals, being persons having professional experience in matters
relating to investments and who fall within the definition set out in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the "Financial
Promotion Order"), (b) are persons falling within Articles 49(2)(a) to (d) (high net worth companies,
unincorporated associations, partnerships or high value trusts, etc.) of the Financial Promotion Order
or (c) are persons to whom an invitation or inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets Act 2000 as amended ("FSMA")) in
connection with the issue or sale of any Notes may otherwise lawfully be communicated (all such
persons together being referred to as "relevant persons"). This Listing Memorandum is directed only
at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
Any investment or investment activity to which this document relates is available only to relevant
persons and will be engaged in only with relevant persons.
Any person who receives this Listing Memorandum but does not fall within one of the preceding
categories of relevant person should return it immediately to the Company.
This Listing Memorandum does not constitute a prospectus for the Prospectus Rules and is therefore
not an approved prospectus for the purposes of, and as defined by, section 85 of FSMA. This Listing
Memorandum has not been approved by the Financial Conduct Authority or any other competent
authority on the grounds that the Notes are being offered solely to "qualified investors" as defined in
section 86(7) of FSMA and therefore the offer of Notes is not subject to the obligation to publish a
prospectus under section 85 of FSMA.
THIS LISTING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD READ
BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.

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Forwardlooking Statements
This Listing Memorandum contains forwardlooking statements and other information that involves
risks, uncertainties and assumptions. The words "anticipate," "assume," "believe," "estimate,"
"expect," "intend," "may," "plan," "project," "should" and similar expressions are used to identify
forwardlooking statements. Forwardlooking statements are statements that are not historical facts;
they include statements about our beliefs and expectations and the assumptions underlying them.
These statements are based on plans, estimates and projections as they are currently available to our
management. Forwardlooking statements therefore speak only as of the date they are made, and
we undertake no obligation to update any of them in light of new information or future events.
By their very nature, forwardlooking statements involve risks and uncertainties. These statements
are based on management's current expectations and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those described in the forward
looking statements. Actual results may differ from those set forth in the forwardlooking statements
as a result of various factors including, but not limited to:
market trends and technological developments, including trends toward electric mobility;
the performance of the global economy, political uncertainty and the performance of the
economy in the regions in which we operate;
cyclicality in our industry;
competition in our business environment;
our dependence on a limited number of customers for the sale of a substantial portion of our
products, the significant bargaining power of our major customers, and risks from any decline in
the creditworthiness of our customers;
risks arising from our efforts to expand in a number of growth markets;
risks relating to our ability to successfully integrate recent or future acquisitions;
our dependence on a limited number of key suppliers for certain critical components used in our
production and manufacturing processes, and our exposure to fluctuations in prices of raw
materials and energy;
our ability to maintain the high quality of our products and the punctual delivery of ordered
goods, and our ability to fight lower quality counterfeit products illegally sold under our brand
names;
our ability to obtain the adequate funding for our research, development and growth activities
and adequate insurance coverage for our operations;
our ability to retain qualified executives and key employees and to maintain positive relationships
with our employees and employee representatives;
changes in interest rates and changes in exchange rates;
various legal, regulatory and tax risks; and
other risks related to our financing, to our business operations and the markets in which we
operate.
Should one or more of such risks and uncertainties materialize, or should any underlying assumptions
prove incorrect, actual outcomes may vary materially from those indicated in the applicable forward
looking statements. Any forwardlooking statement or information contained in this Listing
Memorandum speaks only as of the date the statement was made.

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