Wintershall Dea Finance 2 B.V. Wintershall Dea Gmbh
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Prospectus dated 18 January 2021 Wintershall Dea Finance 2 B.V. (The Hague, the Netherlands) €650,000,000 Undated Subordinated Resettable Fixed Rate Notes ISIN XS2286041517, Common Code 228604151, WKN A287SZ Issue Price: 100 per cent. €850,000,000 Undated Subordinated Resettable Fixed Rate Notes ISIN XS2286041947, Common Code 228604194, WKN A287SY Issue Price: 100 per cent. each guaranteed on a subordinated basis by Wintershall Dea GmbH (Celle, Federal Republic of Germany) Wintershall Dea Finance 2 B.V. (the "Issuer") will issue on 20 January 2021 (the "Issue Date") €650,000,000 Undated Subordinated Resettable Fixed Rate Notes (the "NC2026 Notes") and €850,000,000 Undated Subordinated Resettable Fixed Rate Notes (the "NC2029 Notes" and, together with the NC2026 Notes, the "Notes" and each a "Series of Notes") in the denomination of €100,000 each. The NC2026 Notes and the NC2029 Notes are each unconditionally and irrevocably guaranteed by Wintershall Dea GmbH (the "Guarantor" or the "Company" and, together with all its consolidated subsidiaries, "we", "us", "our", "Wintershall Dea" or the "Group") pursuant to subordinated guarantees (the "Subordinated Guarantee for the NC2026 Notes" and the "Subordinated Guarantee for the NC2029 Notes", respectively, and together, the "Subordinated Guarantees"). The Notes and the Subordinated Guarantees will be governed by the laws of the Federal Republic of Germany ("Germany"). The NC2026 Notes will bear interest from and including 20 January 2021 (the "Interest Commencement Date") to but excluding 20 July 2026 (the "NC2026 First Reset Date") at a rate of 2.4985 per cent. per annum. Thereafter, unless previously redeemed, the NC2026 Notes will bear interest from and including the NC2026 First Reset Date to but excluding 20 July 2031 (the "NC2026 Second Reset Date") at a rate per annum equal to the Reference Rate for the relevant Reset Period (each as defined in § 3 of the terms and conditions of the NC2026 Notes (the "NC2026 Terms and Conditions")) plus a margin of 292.4 basis points per annum (not including a step-up). Thereafter, unless previously redeemed, the NC2026 Notes will bear interest from and including the NC2026 Second Reset Date at a rate per annum equal to the Reference Rate for the relevant Reset Period plus a margin of 392.4 basis points per annum (including a step-up of 100 basis points). Interest on the NC2026 Notes will be payable annually in arrear on 20 July of each year, commencing on 20 July 2021 (short first coupon). The NC2029 Notes will bear interest from and including the Interest Commencement Date to but excluding 20 January 2029 (the "NC2029 First Reset Date") at a rate of 3.000 per cent. per annum. Thereafter, unless previously redeemed, the NC2029 Notes will bear interest from and including the NC2029 First Reset Date to but excluding 20 January 2034 (the "NC2029 Second Reset Date") at a rate per annum equal to the Reference Rate for the relevant Reset Period (each as defined in § 3 of the terms and conditions of the NC2029 Notes (the "NC2029 Terms and Conditions" and together with the NC2026 Terms and Conditions, the "Terms and Conditions")) plus a margin of 331.9 basis points per annum (not including a step-up). Thereafter, unless previously redeemed, the NC2029 Notes will bear interest from and including the NC2029 Second Reset Date at a rate per annum equal to the Reference Rate for the relevant Reset Period plus a margin of 431.9 basis points per annum (including a step-up of 100 basis points). Interest on the NC2029 Notes will be payable annually in arrear on 20 January of each year, commencing on 20 January 2022. The Issuer is entitled to defer interest payments under each Series of Notes under certain circumstances (as set out in § 4(1) of the relevant Terms and Conditions) (such payments the "Deferred Interest Payments"). Such Deferred Interest Payments will not bear interest. The Issuer may pay such Deferred Interest Payments (in whole or in part) at any time upon due notice (as set out in § 4(2) of the Terms and Conditions) and will be required to pay such Deferred Interest Payments (in whole, but not in part) under certain other circumstances (as set out in § 4(3) of the Terms and Conditions). The Notes have no final maturity date. The Issuer may redeem (i) the NC2026 Notes during the period from and including 20 April 2026 to and including the NC2026 First Reset Date or on any Interest Payment Date of the NC2026 Notes thereafter and (ii) the NC2029 Notes during the period from and including 20 July 2028 to and including the NC2029 First Reset Date or on any Interest Payment Date of the NC2029 Notes thereafter. The Issuer may call the NC2026 Notes for redemption (in whole but not in part) with effect as of any date prior to but excluding 20 April 2026 at their relevant Make-whole Amount. The Issuer may call the NC2029 Notes for redemption (in whole but not in part) with effect as of any date prior to but excluding 20 July 2028 at their relevant Make-whole Amount. The "Make-whole Amount" will be the higher of the Principal Amount of the relevant Series of Notes or their Present Value (as defined in the Terms and Conditions). The Issuer may further redeem all outstanding Notes of each Series at any time upon occurrence of a (i) Gross-up Event, (ii) a Tax Event, (iii) an Accounting Event or (iv) a Rating Agency Event or (v) in case of minimal outstanding aggregate principal amount (all as defined and further described in the Terms and Conditions). Each Series of Notes will initially be represented by a temporary global note in bearer form (each a "Temporary Global Note"). Interests in a Temporary Global Note will be exchangeable, in whole or in part, for interest in a permanent global note in bearer form (each a "Permanent Global Note" and together with the Temporary Global Note, the "Global Notes") not earlier than 40 days after the Issue Date (the "Exchange Date"), upon certification as to non-U.S. beneficial ownership. The Global Notes will be kept in custody by a common safekeeper on behalf of both Clearstream Banking S.A and Euroclear Bank SA/NV (together, the "Clearing System"). This prospectus (the "Prospectus") does not constitute a prospectus within the meaning of Regulation (EU) No 1129/2017 of the European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation"). Neither the Luxembourg Financial Supervisory Authority, the Commission de Surveillance du Secteur Financier, nor any other "competent authority" (as defined in the Prospectus Regulation) has approved this Prospectus or reviewed information contained in this Prospectus. This Prospectus constitutes a prospectus for the purpose of Part IV of the Luxembourg Law of 16 July 2019 on Prospectuses for Securities. Application has been made to list the Notes on the official list (the "Official List") of the Luxembourg Stock Exchange and for admission to trading of the Notes on the Euro MTF Market operated by the Luxembourg Stock Exchange, which is a multilateral trading facility for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended, ("MiFID II"), and, therefore, not an EU-regulated market. 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 does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any jurisdiction where such offer or solicitation is unlawful. 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. 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 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 13 of this Prospectus. Joint Bookrunners Citigroup Commerzbank (Structuring Advisor) HSBC Santander SMBC Nikko UniCredit 2 RESPONSIBILITY STATEMENT The Issuer, with registered office in The Hague, the Netherlands, and the Guarantor, with registered office in Celle, Germany, accept responsibility for the information contained in this Prospectus and hereby declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer and the Guarantor further confirm that (i) this Prospectus contains all information with respect to the Issuer, the Guarantor and the Group, to the Notes and the Subordinated Guarantees which is material in the context of the issue and offering of the Notes, including all information which, according to the particular nature of the Issuer, the Guarantor, the Notes and the Subordinated Guarantees is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer, the Guarantor and the Group and of the rights attached to the Notes and the Subordinated Guarantees; (ii) the statements contained in this Prospectus relating to the Issuer, the Guarantor, the Group, the Notes and the Subordinated Guarantees are in every material respect true and accurate and not misleading; (iii) there are no other facts in relation to the Issuer, the Guarantor, the Group, the Notes or the Subordinated Guarantees the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Prospectus misleading in any material respect; and (iv) reasonable enquiries have been made by the Issuer and the Guarantor to ascertain such facts and to verify the accuracy of all such information and statements.