Deutsche Lufthansa Aktiengesellschaft Lufthansa Malta Finance Ltd
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Debt Issuance Programme Prospectus 16 March 2009 This document constitutes two base prospectuses: (i) the base prospectus of Deutsche Lufthansa Aktien- gesellschaft in respect of non-equity securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004 (“Non-Equity Securities”) and (ii) the base prospectus of Lufthansa Malta Finance Ltd. in respect of Non-Equity Securities (together, the “Debt Issuance Programme Prospectus” or the “Prospectus”). Deutsche Lufthansa Aktiengesellschaft (Cologne, Federal Republic of Germany) as Issuer and, in respect of Notes issued by Lufthansa Malta Finance Ltd., as Guarantor Lufthansa Malta Finance Ltd. (St. Julians, Malta) as Issuer EUR 4,000,000,000 Debt Issuance Programme (the “Programme”) The payments of all amounts due in respect of Notes issued by Lufthansa Malta Finance Ltd. will be unconditionally and irrevocably guaranteed by Deutsche Lufthansa Aktiengesellschaft. Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the “Commission”), which is the Luxembourg competent authority for the purpose of Directive 2003/71/EC (the “Prospectus Directive”), for its approval of this Prospectus. Application has been made to list Notes issued under the Programme on the official list of the Luxem- bourg Stock Exchange and to trade Notes on the regulated market “Bourse de Luxembourg”. The Luxem- bourg Stock Exchange’s regulated market is a regulated market for the purposes of the Market and the Financial Instruments Directive 2004/39/EC (the “Regulated Market”). Notes issued under the Programme may also be listed on an alternative stock exchange or may not be listed at all. Each Issuer has requested the Commission in its capacity as competent authority under the Luxembourg act relating to prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières) which implements the Prospectus Directive into Luxembourg law to provide the competent authorities in the Federal Republic of Germany, the United Kingdom and Northern Ireland, the Republic of Austria, the Republic of Ireland and The Netherlands with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Loi relative aux prospectus pour valeurs mobilières (“Notifica- tion”). Each Issuer may request the Commission to provide competent authorities in additional Member States within the European Economic Area with a Notification. Arranger Deutsche Bank Dealers Deutsche Bank HSBC J. P. Morgan Morgan Stanley Société Générale UBS Investment Bank Corporate & Investment Banking UniCredit (HVB) This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) as well as on the website of Lufthansa (www.lufthansa.com). This Prospectus is valid for a period of twelve months from its date of publication. RESPONSIBILITY STATEMENT Deutsche Lufthansa Aktiengesellschaft (“Lufthansa” or the “Guarantor”, together with its consoli- dated group companies, the “Lufthansa Group”) with its registered office in Cologne, Federal Repub- lic of Germany and Lufthansa Malta Finance Ltd. (“Lufthansa Finance”) with its registered office in St. Julians, Malta (herein each also called an “Issuer” and together the “Issuers”) accept responsibil- ity for the information given in this Prospectus. Each 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 its knowledge, in accordance with the facts and contains no omission likely to affect its import. NOTICE This Prospectus should be read and understood in conjunction with any supplement hereto and with any other documents incorporated herein by reference. Full information on the Issuers and any tranche of Notes is only available on the basis of the combination of the Prospectus and the relevant Final Terms (as defined herein). The Notes may not be offered, sold or delivered in Malta or to any person resident in Malta and no person resident in Malta shall be eligible to purchase, acquire or hold any Notes issued or allotted by Lufthansa Finance under or pursuant to the Programme. Each Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all infor- mation which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuers and the rights attaching to the Notes which is material in the context of the Programme; that the information contained herein with respect to the Issuers and the Notes is accurate and complete in all material respects and is not misleading; that any opinions and intentions expressed herein are honestly held and based on rea- sonable assumptions; that there are no other facts with respect to the Issuers or the Notes, the omis- sion of which would make this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading; that the Issuers have made all reasonable enquiries to ascertain all facts material for the purposes aforesaid. Each Issuer and the Guarantor has undertaken with the Dealers (i) to supplement this Prospectus or publish a new Prospectus in the event of any significant new factor, material mistake or inaccuracy relating to the information included in this Prospectus in respect of Notes issued on the basis of this Prospectus which is capable of affecting the assessment of the Notes and which arises or is noted between the time when this Prospectus has been approved and the final closing of any tranche of Notes offered to the public or, as the case may be, when trading of any tranche of Notes on a regu- lated market begins, and (ii) where approval of the Commission of any such document is required, to have such document approved by the Commission. No person has been authorised to give any information which is not contained in or not consistent with this Prospectus or any other document entered into in relation to the Programme or any infor- mation supplied by any Issuer or any other information in the public domain and, if given or made, such information must not be relied upon as having been authorised by the Issuers, the Dealers or any of them. Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuers and the Guarantor, is responsible for the information contained in this Prospectus or any supplement hereto, or any Final Terms or any document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these per- sons accepts any responsibility for the accuracy and completeness of the information contained in any of these documents. This Prospectus is valid for 12 months following its date of publication and this Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of issue. The delivery of this Prospectus or any Final Terms and the offering, sale or delivery of any Notes may not be taken as an implication that the information contained in such documents is accurate and complete subsequent to their respective dates of issue or that there has 2 been no adverse change in the financial situation of the Issuers since such date or that any other information supplied in connection with the Programme is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come are required to inform themselves about and observe any such restrictions. For a description of the restrictions applicable in the United States of America, the European Economic Area in general, the United Kingdom and Japan see “Selling Restrictions”. In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and are subject to tax law requirements of the United States of America; sub- ject to certain exceptions, Notes may not be offered, sold or delivered within the United States of America or to U. S. persons. The language of the Prospectus is English. Any part of this Prospectus in the German language con- stitutes a translation. In respect of the issue of any Tranche of Notes under the Programme, the Ger- man text of the Terms and Conditions may be controlling and binding if so specified in the relevant Final Terms. In respect of the Guarantee, the German language version is always controlling and binding. This Prospectus may only be used for the purpose for which it has been published. This Prospectus and any Final Terms may not be used for the purpose 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 an offer or solicitation. This Prospectus and any Final Terms do not constitute an offer or an invitation to subscribe for or purchase any Notes. In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if any) named as stabilising manager(s) in the applicable Final Terms (or persons acting on behalf of a stabilising manager) may over-allot Notes or effect transactions with a view to supporting the price of the Notes at a level higher than that which might otherwise prevail. However, there is no assur- ance that such stabilising manager(s) (or persons acting on behalf of a stabilising manager) will undertake stabilisation action.