LEG Immobilien AG (Incorporated in Germany As a Stock Corporation)

Not for distribution in the United States of America LEG Immobilien AG (incorporated in Germany as a stock corporation) €500,000,000 1.250% Fixed Rate Standalone Notes due 2024 ISIN XS1554456613, Common Code 155445661 and German Securities Code (WKN) A2E4W8 Issue Price: 99.409% LEG Immobilien AG, with its registered office at Hans-Böckler-Straße 38, 40476 Düsseldorf, Germany, and registered in the commercial register of the Local Court of Düsseldorf, Germany, under HRB 69386 (the “Issuer” or the “Company”, and together with its fully consolidated subsidiaries, the “Group”, “LEG” or “LEG Group”) will issue on January 23, 2017 Notes in the aggregate principal amount of €500,000,000 due 2024 (the “Notes”). The Notes will bear interest at a rate of 1.250% per year. The Issuer will pay interest on the Notes annually in arrears on January 23, commencing on January 23, 2018. The Notes, which are governed by the laws of the Federal Republic of Germany (“Germany”), will be issued in a denomination of €100,000 each. The Notes will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer, ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer, unless such obligations are accorded priority under mandatory provisions of statutory law. Unless previously redeemed or purchased and cancelled in accordance with the terms and conditions of the Notes (“Terms and Conditions”), the Notes will be redeemed at par on January 23, 2024 (the “Maturity Date”). The Notes may be redeemed before the Maturity Date, in whole but not in part, at their principal amount, together with, if applicable, accrued interest, notably in the event of any change in taxation or in an event of default, see “Terms and Conditions of the Notes—§6 Redemption—(2) Early Redemption for Reasons of Taxation” and “Terms and Conditions of the Notes—§10 Events of Default”. The Issuer will have the option to redeem the Notes prior to the Maturity Date, in whole but not in part, at their principal amount, together with accrued interest, if applicable, and a premium, see “Terms and Conditions of the Notes—§6 Redemption−(4) Early Redemption at the Option of the Issuer (Make- Whole)”. If a change of control occurs, each holder of Notes (“Holder”) will have the option to require the Issuer to redeem or, at the Issuer’s option, repurchase all or part of the Notes held by such Holder at their principal amount together with, if applicable, accrued interest, see “Terms and Conditions of the Notes—§6 Redemption−(5) Early Redemption at the Option of the Holders upon a Change of Control”. On issue the Notes are expected to be rated Baa1 by Moody’s Investors Service Ltd (“Moody’s”). At the date of this Prospectus (the “Prospectus”), the Issuer has a long-term issuer rating of Baa1 (stable outlook) assigned by Moody’s. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. At the date of this Prospectus Moody’s is established in the European Union, registered under Regulation (EC) no. 1060/2009 of the European Parliament and of the Council dated September 16, 2009 on credit rating agencies, as amended (the “CRA Regulation”) and included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (www.esma.europa.eu) in accordance with the CRA Regulation. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and are being offered and sold in transactions outside the United States of America (“United States”) to non-U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)) in reliance on Regulation S. The Notes will initially be represented by a temporary global bearer note (the “Temporary Global Note”), without interest coupons. The Notes are issued in new global note (“NGN”) form and will be delivered on or around the issue date of the Notes (currently expected to be on January 23, 2017) (the “Issue Date”) to a common safekeeper (“Common Safekeeper”) for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A., Luxembourg (“CBL”, and, together with Euroclear, the “Clearing System”). The Temporary Global Note will be exchangeable in whole or in part for a permanent global bearer note (the “Permanent Global Note” and, together with the Temporary Global Note, the “Global Notes”) without interest coupons, not earlier than 40 days after the Issue Date, upon certification as to non-U.S. beneficial ownership. The Global Notes are intended to be eligible collateral for the central banking system for the Euro (the “Eurosystem”) monetary policy. Whether NGNs are recognizable as eligible collateral for Eurosystem monetary policy and intra-day credit operations will depend upon satisfaction of the Eurosystem eligibility criteria. Prospective investors should be aware that an investment in the Notes involves risks and that if certain risks, in particular those described under “Risk Factors”, occur, the investors may lose all or a very substantial part of their investment. This Prospectus has been prepared on the basis that all offers of Notes will be made pursuant to an exemption under the European Union’s Directive 2003/71/EC, as amended (“Prospectus Directive”), from the requirement to produce a prospectus in connection with offers of Notes and is thus, for the purposes of the offering of the Notes, not a prospectus within the meaning of the Prospectus Directive. Accordingly, any person making or intending to make any offer within the European Economic Area (“EEA”) of the Notes which are the subject of the offering contemplated in this Prospectus should only do so in circumstances in which no obligation arises for the Issuer or the Joint Bookrunners to produce a prospectus for such offers. None of the Issuer or the Joint Bookrunners has authorized, nor do they authorize, the making of any offer of the Notes through any financial intermediary, other than offers made by the Joint Bookrunners which constitute the final placement of the Notes contemplated in this Prospectus. Application will be made to the Luxembourg Stock Exchange for the Notes to be listed on the official list of the Luxembourg Stock Exchange (“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 2004/39/EC of the European Parliament and of the Council of April 21, 2004 on Markets in Financial Instruments, as amended. Only for purposes of the admission to trading, this Prospectus constitutes a prospectus within the meaning of the Prospectus Directive, i.e. a listing prospectus according to Article 5.3 of the Prospectus Directive. By approving a prospectus, the Commission de Surveillance du Secteur Financier (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 7 para. 7 Loi relative aux prospectus pour valeurs mobilières. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy Notes in any jurisdiction where such offer or solicitation is unlawful. The Notes are subject to U.S. tax law requirements and may, subject to certain exceptions, not be offered, sold or delivered within the United States or to U.S. persons. For a further description of certain restrictions on the offering and sale of the Notes and on the distribution of this Prospectus, see “Subscription and Sale—Selling Restrictions” below. Joint Bookrunners HSBC J.P. Morgan BNP Paribas Morgan Stanley Société Générale Corporate & Investment Banking The date of this Prospectus is January 18, 2017 -2- RESPONSIBILITY STATEMENT The Issuer is solely responsible for the information contained in this Prospectus. The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus for which it is responsible, is, to the best of the Issuer’s knowledge, in accordance with the facts and contains no omission likely to affect its import. NOTICE This Prospectus should be read and construed with any supplement thereto. The information contained in this Prospectus has been provided by LEG and the other sources identified herein. To the fullest extent permitted by law, no representation or warranty is made or implied by HSBC Bank plc, (“HSBC”), J.P. Morgan Securities plc, (“J.P. Morgan”), BNP Paribas (“BNP Paribas”), Morgan Stanley & Co. International plc (“Morgan Stanley”) and Société Générale (“Société Générale” and together with HSBC, J.P. Morgan, BNP Paribas and Morgan Stanley, the “Joint Bookrunners”) or any of their respective affiliates, and neither the Joint Bookrunners nor any of their respective affiliates make any representation or warranty or accept any responsibility, as to the accuracy or completeness of the information contained in this Prospectus or for any statement purported to be made by or on behalf of the Joint Bookrunners. Investors in the Notes must solely rely on the information contained in this Prospectus. No person has been authorized to give any information or to make any representation concerning LEG or the Notes (other than as contained in this Prospectus) and, if given or made, any such other information or representation should not be relied upon as having been authorized by LEG or the Joint Bookrunners. In making an investment decision, investors must rely on their own examination of the Issuer, LEG, and the terms of the offering, including the merits and risks involved.

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