Prospectus Sicav Oddo

SICAV ODDO BHF PROSPECTUS SICAV ODDO BHF Société d'Investissement à Capital Variable Luxembourg The SICAV ODDO BHF (the "Company") is registered in the Grand Duchy of Luxembourg as an undertaking for collective investment pursuant to Part I of the Law of 17 December 2010 on undertakings for collective investment (the “2010 Law”). Such registration however does not imply a positive assessment by the supervisory authority of the quality of the shares of the Company (the "Shares") offered for sale. Any representation to the contrary is unauthorised and unlawful. The Company is an Undertaking for Collective Investment in Transferable Securities ("UCITS") for the purpose of the Directive 2009/65/EC of the European Parliament and of the Council of 19 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities, as amended from time to time ("UCITS Directive"). Subscriptions can be accepted only on the basis of the current prospectus (the "Prospectus"), which is valid only if accompanied by a copy of the relevant KIID (as such term is defined below), the latest Annual Report containing the audited accounts, and of the semi-annual report if such report is published after the latest Annual Report. These reports form an integral part of the Prospectus. No person is authorised to make any representation other than as contained in the Prospectus or in the documents referred to in the Prospectus. Such documents are available to the public at the registered office of the Company. Important: If you are in any doubt about the contents of this document, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. The distribution of the Prospectus and the offering of the Shares may be restricted in certain jurisdictions. The Prospectus does not constitute an offer or solicitation in a jurisdiction where to do so is unlawful or where the person making the offer or solicitation is not qualified to do so or where a person receiving the offer or solicitation may not lawfully do so. It is the responsibility of any person in possession of the Prospectus and of any person wishing to apply for Shares to inform himself or herself of and to observe all applicable laws and regulations of relevant jurisdictions. Luxembourg - The Company is registered pursuant to Part I of the 2010 Law. However, such registration does not require any Luxembourg authority to approve or disapprove either the adequacy or accuracy of the Prospectus or the assets held in the various Sub-Funds. Any representations to the contrary are unauthorised and unlawful. European Union (”EU”) - The Company is a UCITS for the purposes of the UCITS Directive and the Board of Directors of the Company proposes to market the Shares in accordance with the UCITS Directive in certain Member States of the European Union. USA - The Shares have not been and will not be registered in the United States under the Securities Act of 1933, as amended (the "1933 Act"), or any U.S. state securities laws, and neither any Sub-Fund nor the Company has been or will be registered in the United States under the Investment Company Act of 1940, as amended (the "1940 Act"), and Shareholders will not be entitled to the benefits of such registration. Accordingly, except as provided below, no Shares may be offered or sold, directly or indirectly, in the United States, any state thereof or its territories or possessions or to any U.S. Person, as defined in the Glossary. The Board of Directors may authorise the offer and sale of Shares in the United States or to a limited number or category of U.S. Persons provided that, if so authorised, Shares will be offered and sold only to such persons and in such manner as will not require registration of the Company, any Sub-Fund, or the Shares under the securities laws of the United States or any state thereof. The Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor has any such authority passed upon or endorsed the merits of this offering or the accuracy or adequacy of this Prospectus as may be amended or supplemented from time to time. Any representation to the contrary is a criminal offence. Certain restrictions also apply to any subsequent transfer of Shares in the United States or to U.S. Persons. Article 10 of the Articles contains provisions enabling the Company to compulsorily redeem Shares held by U.S. Persons. Should a Shareholder become a U.S. Person they may be subject to adverse tax consequences including without limitation U.S. withholding taxes and tax reporting. 1 SICAV ODDO BHF Applicants will be required to certify that they are not U.S. Persons precluded from purchasing, acquiring or holding Shares. The Articles give powers to the Board of Directors to impose such restrictions as they may think necessary for the purpose of ensuring that no Shares in the Company are acquired or held by any person in breach of the law or the requirements of any country or governmental authority or by any person in circumstances which in the opinion of the Board of Directors might result in the Company incurring any liability or taxation or suffering any other disadvantage which the Company may not otherwise have incurred or suffered and, in particular, by any U.S. Person as referred to above. The Company may compulsorily redeem all Shares held by any such person. The Board of Directors has taken all reasonable care to ensure that at the date of this Prospectus the information contained herein is accurate and complete in all material respects. The Board of Directors accept responsibility accordingly. A Key Investor Information Document (“KIID”) for each available Class of each Sub-Fund shall be made available to investors free of charge prior to their subscription for Shares. Prospective investors must consult the KIID for the relevant Class and Sub-Fund in which they intend to invest. Any information given by any person not mentioned in the Prospectus should be regarded as unauthorised. The information contained in the Prospectus is considered to be accurate at the date of its publication. To reflect material changes, this document may be updated from time to time and potential subscribers should enquire of the Company as to the issue of any later prospectus. The value of the Shares may fall as well as rise and a Shareholder on transfer or redemption of Shares may not get back the amount initially invested. Income from the Shares may fluctuate in money terms and changes in rates of exchange may cause the value of Shares to go up or down. The levels and bases of, and reliefs from, taxation may change. All references in the Prospectus to "GBP", to “USD” or “US Dollars”, to “CHF” or to “SEK” are to the legal currency of the United Kingdom, of the United States of America, of Switzerland or of Sweden. All references to “Euro” refer to the currency of the participating countries to the European Monetary Union. Potential subscribers or purchasers of Shares should inform themselves as to (a) the possible tax consequences, (b) the legal requirements, and (c) any foreign exchange restrictions or exchange control requirements which they might encounter under the laws of the countries of their citizenship, residence or domicile and which might be relevant to the subscription, purchase, holding, conversion or sale of Shares of the Company. This Prospectus may be translated into other languages. Any such translation shall only contain the same information and have the same meaning as the English language Prospectus. To the extent that there is any inconsistency between the English language Prospectus and the Prospectus in another language, this English Prospectus will prevail, except to the extent (but only to the extent) that the law of any jurisdiction where the Shares are sold requires that in an action based upon a statement in the Prospectus in a language other than English, the version of the Prospectus on which such action is based shall prevail. Prospectus May 2021 2 SICAV ODDO BHF Board of Directors: Members: Peter Raab, Managing Director, ODDO BHF Asset Management GmbH, Düsseldorf, Germany Werner Taiber, Chairman of the Supervisory Board of ODDO BHF Asset Management GmbH Guy de Leusse, Chief Operating Capital Manager, ODDO BHF SCA Laurent Denize, Co-Chief Investment Officier, ODDO BHF Asset Management SAS ODDO BHF SCA represented by Pierre-Emmanuel Charrette, Chief Compliance Officer, ODDO BHF SCA Thomas Seale, Independent Director, Luxembourg Registered Office: 5, Allée Scheffer L-2520 Luxembourg Grand Duchy of Luxembourg Management Company: ODDO BHF Asset Management SAS 12, boulevard de la Madeleine 75440 Paris Cedex 09, France Direction of the Management Company: Nicolas Chaput, Chief Executive Officer (Président) Guy de Leusse, Deputy Managing Director Investment Manager(s): ODDO BHF Asset Management GmbH Herzogstr, 15 D - 40217 Düsseldorf, Germany Wellington Management International Limited Cardinal Place, 80 Victoria Street London, SW1E 5JL, United Kingdom Depositary, Paying Agent, Central Administration Agent: Caceis Bank, Luxembourg Branch 5 Allée Scheffer L – 2520 Luxembourg Distributor: ODDO BHF SCA 12 boulevard de la Madeleine 75009 Paris Auditors: Deloitte Audit 560, rue de Neudorf L – 2220 Luxembourg Legal Advisors: PwC Legal SARL An independent law firm, member of the PwC Network 2, rue Gerhard

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