HORNBACH Baumarkt AG (Bornheim, Federal Republic of Germany)

Prospectus dated October 23, 2019 HORNBACH Baumarkt AG (Bornheim, Federal Republic of Germany) EUR 250,000,000 3.250 per cent. Notes due 2026 ISIN DE000A255DH9, Common Code 206995335, WKN A255DH Issue Price: 99.232 per cent. unconditionally and irrevocably guaranteed by HORNBACH International GmbH (Bornheim, Federal Republic of Germany) HORNBACH Baumarkt AG, Hornbachstraße 11, 76879 Bornheim, Federal Republic of Germany (the "Issuer" and together with its consolidated subsidiaries, the "Group") will issue on October 25, 2019 (the "Issue Date") EUR 250,000,000 3.250 per cent. Notes due 2026 (the "Notes") in the denomination of EUR 100,000 each. The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by HORNBACH International GmbH (the "Guarantor") (the "Guarantee"). The Notes and the Guarantee will be governed by the laws of the Federal Republic of Germany ("Germany"). The Notes will bear interest on their aggregate principal amount at the rate of 3.250 per cent. per annum from and including October 25, 2019 (the "Interest Commencement Date") to but excluding October 25, 2026 (the "Maturity Date"). Interest on the Notes will be payable annually in arrear on October 25 of each year, commencing on October 25, 2020. Unless previously redeemed or repurchased and cancelled, the Notes will be redeemed at par on the Maturity Date. The Issuer may, at its option, redeem the Notes prior to the Maturity Date on the terms set forth in § 4 of the terms and conditions of the Notes (the "Terms and Conditions"). The Notes will initially be represented by a Temporary Global Note, without interest coupons, which will be exchangeable in whole or in part for a Permanent Global Note without interest coupons, not earlier than 40 days after the Issue Date, upon certification as to non-U.S. beneficial ownership. This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 6.3 of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation"). 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 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 neither be considered as an endorsement of the Issuer or the Guarantor that is subject of this Prospectus nor of the quality of the securities that are the subject of this Prospectus. By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or the quality or the solvency of the Issuer or Guarantor in line with the provisions of Article 6(4) of the Luxembourg law of 16 July 2019 on prospectuses for securities. Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on 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 Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (as amended, "MiFID II"). This Prospectus will be valid for 12 months after its approval for admission of the Notes to trading on a regulated market. In case of a significant new factor, material mistake or material inaccuracy relating to the information included in this Prospectus which may affect the assessment of the Notes, the Issuer will prepare and publish a supplement to the Prospectus without undue delay in accordance with Article 23 of the Prospectus Regulation. The obligation of the Issuer to supplement this Prospectus will cease to apply with the admission to trading of the Notes on the regulated market of the Luxembourg Stock Exchange and at the latest upon expiry of the validity period of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. 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 5 of this Prospectus. Joint Lead Managers Commerzbank HSBC UniCredit Bank RESPONSIBILITY STATEMENT Each of the Issuer and the Guarantor, each with its registered office in Bornheim, Germany, accepts responsibility for the information contained in this Prospectus and hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information. Each of the Issuer and the Guarantor further confirms that (i) this Prospectus contains all information with respect to the Issuer, the Guarantor, the Group, the Notes and the Guarantee 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 and of the Notes and the Guarantee 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 Guarantee; (ii) the statements contained in this Prospectus relating to the Issuer, the Guarantor, the Group, the Notes and the Guarantee are in every material particular 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 Guarantee 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. NOTICE No person is authorised to give any information or to make any representation other than those contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantor or the Joint Lead Managers (as defined in the section "Subscription and Sale of the Notes"). This Prospectus should be read and understood in conjunction with any supplement hereto and with any documents incorporated herein or therein by reference. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Guarantor. This Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the Issuer or the Joint Lead Managers to purchase any Notes. Neither this Prospectus nor any other information supplied in connection with the Notes should be considered as a recommendation by the Issuer, the Guarantor or the Joint Lead Managers to a recipient hereof and thereof that such recipient should purchase any Notes. This Prospectus reflects the status as of its date. The offering, sale and delivery of the Notes and the distribution of this Prospectus may not be taken as an implication that the information contained herein is accurate and complete subsequent to the date hereof or that there has been no adverse change in the financial condition of the Issuer and the Guarantor since the date hereof. To the extent permitted by the laws of any relevant jurisdiction, neither any Joint Lead Manager nor any of its respective affiliates nor any other person mentioned in this Prospectus, except for the Issuer and the Guarantor, accepts responsibility for the accuracy and completeness of the information contained in this Prospectus or any document incorporated by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accept any responsibility for the accuracy and completeness of the information contained in any of these documents. The Joint Lead Managers have not independently verified any such information and accept no responsibility for the accuracy thereof. This Prospectus does not constitute, and may not be used for the purposes 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 offer or solicitation. i The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required to inform themselves about and to observe any such restrictions.

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