Wertpapierprospekt - FC Schalke 04

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provided for in the Terms and Conditions. The dates for
early redemption at the option of the Issuer are 11 July
2016, 11 July 2017 and 11 July 2018.
Early redemption in the event If 80% or more of the Aggregate Principal Amount of
of a minimum aggregate the Notes originally issued have been redeemed and
principal amount out- cancelled, the Issuer may redeem the remaining Notes in
standing:
whole but not in part at the redemption amount plus interest
accrued until (but excluding) the redemption date.
Status of the Notes: The obligations under the Notes constitute unsecured
and unsubordinated obligations of the Issuer, ranking
pari passu among themselves and all other unsecured
and unsubordinated obligations of the Issuer, unless the
obligations are accorded priority under mandatory provisions
of statutory law.
Negative Pledge: The Issuer agrees in section 2(2) of the Terms and Conditions
to refrain from providing any security interests
for the purpose of securing capital market indebtedness
as defined under section 2(2) of the Terms and Conditions.
Events of Default: The Terms and Conditions provide for events of default
entitling the Noteholders to demand immediate redemption
of the Notes, as set out in more detail in the Terms
and Conditions.
Cross Default: The Terms and Conditions contain a cross default clause
applicable inter alia in the event of non-repayment of
borrowings.
German Bonds Act
(SchVG):
Issuer Rating
(Company Rating):
It is provided in the Terms and Conditions that Noteholders
may approve of amendments to the Terms and
Conditions by majority vote and that they may appoint a
joint representative for all Noteholders who is entrusted
with the task of exercising their rights. Unless otherwise
provided for under section 18 para 4 sentence 2 of the
German Bonds Act (Gesetz über Schuldverschreibungen
aus Gesamtemissionen; Schuldverschreibungsgesetz;
SchVG), all votes will be taken without a meeting.
The ability of the Issuer to meet its financial obligations
when they fall due was rated BB by Creditreform. This
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.
Governing Law: The Notes are governed by German law.
Jurisdiction: Non-exclusive place of jurisdiction for all legal proceedings
in connection with the Notes shall be Gelsen-