PROSPETTO DI BASE RELATIVO A CERTIFICATI SU AZIONI, TITOLI RAPPRESENTATIVI DI AZIONI, INDICI, METALLI PREZIOSI, METALLI NON FERROSI, MATERIE PRIME, CONTRATTI FUTURE, QUOTE DI FONDI, EXCHANGE TRADED FUNDS (ETF), TASSI DI CAMBIO E TASSI DI INTERESSE...

Supplemento ai Prospetti di Base

PROSPETTO DI BASE RELATIVO A CERTIFICATI SU AZIONI, TITOLI RAPPRESENTATIVI DI AZIONI, INDICI, METALLI PREZIOSI, METALLI NON FERROSI, MATERIE PRIME, CONTRATTI FUTURE, QUOTE DI FONDI, EXCHANGE TRADED FUNDS (ETF), TASSI DI CAMBIO E TASSI DI INTERESSE NONCHÉ BASKET COMPOSTI DA ALMENO UNO DI QUESTI SOTTOSTANTI

DEL 24 LUGLIO 2008

DEL 22 LUGLIO 2009

DI SAL. XXXXXXXXX XX. & CIE. KGAA

AI SENSI DEL §16 DELLA LEGGE TEDESCA SUI PROSPETTI RELATIVI A TITOLI MOBILIARI

(Wertpapierprospektgesetz) SUPPLEMENTO DEL 26 GENNAIO 2010

1. INTRODUZIONE

A mente del § 16 comma 3 della legge tedesca sui Prospetti relativi a titoli mobiliari (Wertpapierprospektgesetz, WpPG) gli investitori che, prima della pubblicazione del Supplemento, hanno acquistato o sottoscritto Certificati emessi in conformità con i seguenti Prospetti di Base

• Prospetto di Base relativo a Certificati su azioni, titoli rappresentativi di azioni, indici, metalli preziosi, metalli non ferrosi, materie prime, contratti future, quote di fondi, Exchange Traded Funds (ETF), tassi di cambio e tassi di interesse nonché basket composti da almeno uno di questi sottostanti del 24 luglio 2008

• Prospetto di Base relativo a Certificati su azioni, titoli rappresentativi di azioni, indici,

metalli preziosi, metalli non ferrosi, materie prime, contratti future, quote di fondi, Exchange Traded Funds (ETF), tassi di cambio e tassi di interesse nonché basket composti da almeno uno di questi sottostanti del 22 luglio 2009

(i 'Prospetti di Base'), qualora non vi sia stato adempimento, hanno facoltà di recesso da esercitarsi entro due giorni feriali dalla pubblicazione del Supplemento con dichiarazione a Sal. Xxxxxxxxx xx. & Cie. KGaA (l''Emittente').

2. INFORMAZIONI SUSCETTIBILI DI SUPPLEMENTO

2.1 MODIFICA GENERALE

Con il Supplemento del 26 gennaio 2010 (il 'Supplemento') vengono modificati i Prospetti di Base a termini del § 16 WpPG. In future emissioni di Certificati in conformità con i Prospetti di Base il riferimento al Supplemento, nelle condizioni definitive dei Certificati, risulta dall’indicazione del Prospetto e di altri eventuali precedenti supplementi con l’inciso 'come modificato dal Supplemento del 26 gennaio 2010'.

2.2 MODIFICHE ALLA NOTA DI SINTESI (PARTE 1 OVVERO A. DEI PROSPETTI DI BASE)

Nella sezione '1.2. Sintesi relativa all’Emittente', 'Struttura del Gruppo' del Prospetto di Base

nonché nella sezione '2. Sintesi relativa all’Emittente', 'Struttura del Gruppo' del Prospetto di Base

l’ultimo paragrafo viene cancellato e integralmente sostituito dal seguente passaggio:

Le partecipazioni rilevanti dell’Emittente sono le seguenti:

• Sal. Xxxxxxxxx Alternative Investments GmbH

• Xxxxxxxxx Beteiligungs-AG

• Grundstücksgesellschaft Wiesbaden Luisenstraße/Kirchgasse GbR

• Grundstücksgesellschaft Frankfurt Bockenheimer Landstraße GbR

• Grundstücksgesellschaft Leipzig Petersstraße GbR

• Marblegate Special Opportunities Master Fund L.P.

• Sal. Xxxxxxxxx xx. & Cie. Beteiligungs GmbH

• FARAMIR Beteiligungs- und Verwaltungs GmbH

• Sal. Xxxxxxxxx Investments GmbH

• Sal. Xxxxxxxxx Healthcare Beteiligungs GmbH

• LGB Beteiligungs GmbH

• OPB-Holding GmbH

• Sal. Xxxxxxxxx xx. & Cie. Corporate Finance (Schweiz) AG

• Xxxxxxxxx ACA GmbH

• Xxxxxxxxx Vermögenstreuhand GmbH

• XXXXXXXXX Beteiligungs-Treuhand GmbH

• XXXXXXXXX Capital Advisory GmbH

• Dedalus GmbH & Co. KGaA

• XXXXXXXXX Immobilien Dachfonds III GmbH & Co. KG

• Investcorp Coinvestment Partners I, L.P.

2.3 MODIFICHE NELLA PARTE INFORMAZIONI SULL’EMITTENTE (PARTE 3. OVVERO C. DEI PROSPETTI DI BASE)

Nella Parte '3. Informazioni sull’Emittente' del Prospetto di Base

nonché nella Parte 'C. Informazioni sull’Emittente', 'Eventi rilevanti nella recente attività dell’Emittente' del Prospetto di Base

il testo attuale viene cancellato e completamente sostituito dal seguente passaggio.

La descrizione dell’Emittente, comprese le informazioni sulla sua situazione patrimoniale e finanziaria e la sua redditività, è contenuta nel documento di registrazione di Sal. Xxxxxxxxx xx. & Cie. KGaA, Colonia, del 5 giugno 2009.

Eventi rilevanti relativi nella recente attività dell’Emittente

Alla data del 18 giugno 2009 l’Emittente non è più titolare di alcuna quota di partecipazione nella società ARCANDOR AG, Essen.

Dopo l’approvazione del Documento di Registrazione del 5 giugno 2009, incluso mediante riferimento, si sono avute modifiche delle informazioni contenute nello stesso Documento di Registrazione. Tali modifiche, nel dettaglio, sono esposte di seguito, evidenziando le aggiunte con sottolineatura ed i passaggi soppressi con segno di cancellatura.

Risk factors relating to the Issuer (Part 1. of the Registration Form dated 5 June 2009)

The Issuer is exposed to certain risks in the context of its business activities which may, in extreme cases, lead to the Issuer being unable to meet its obligations relating to securities issues on time or at all.

The Issuer is exposed to market risks due to the fact that it trades financial products. The focus of activities on trading operations and the resulting classification as a trading-book institution mean that the market risks are of particular significance within the Group’s overall risk profile. They are the result of potential fluctuations by relevant valuation parameters and consequent changes in value of the portfolio. Key valuation parameters are interest rates, exchange rates, equity prices and equity index levels, as well as more complex factors such as implicit volatilities and dividend expectations. Credit spreads are also relevant parameters.

Counterparty risks (credit risks) are the result of potential value losses suffered by loans, securities or derivatives. These are caused by a borrower, counterparty or issuer defaulting or having their credit rating downgraded.

The Issuer is also exposed to operational risks. According to the Basel Committee on Banking Supervision's definition, operational risk is the risk of loss resulting from inadequate or failed internal processes, people or systems or from external events.

For the Issuer, liquidity risk is the risk that it will be unable to meet current or future payment obligations ~~and/or be unable to meet them in a timely manner~~ on time or to meet them at all or fully.

The Issuer sees risks to future development particularly in the persistent margin pressure caused by intensifying competition, as well as in current developments on the capital market, particularly against the backdrop of the continued crisis on the international financial markets. Due to the current market environment, the Issuer expects ~~increasing~~ credit risk costs to remain high. Additional risks may result from allowances and

impairment losses on alternative investments and value adjustments in the risk treasury portfolio.

Organisational structure of the Issuer (Section

4.2. of the Registration Form dated 5. June 2009)

In addition to the group parent company, Sal. Xxxxxxxxx xx. & Cie. KGaA, 24 domestic (previous year: 34) and six foreign subsidiaries (previous year: eleven) in which the Bank directly or indirectly holds a majority of the capital or voting rights, or over which the Bank has control, were included in the scope of the consolidated financial statements for Sal. Xxxxxxxxx xx. & Cie. KGaA. In addition, eleven special purpose entities and investment funds (previous year: 12) were included in the consolidated financial statements in accordance with IAS 27 in conjunction with SIC 12, as the majority of the risks and rewards from these companies are attributable to the Bank.

As at 28 April 2009 tThe Issuer's major investments include:

• Sal. Xxxxxxxxx Alternative Investments GmbH

• Xxxxxxxxx Beteiligungs-AG

• Grundstücksgesellschaft Wiesbaden Luisenstraße/Kirchgasse GbR

• Grundstücksgesellschaft Frankfurt Bockenheimer Landstraße GbR

• Grundstücksgesellschaft Leipzig Petersstraße GbR

• Marblegate Special Opportunities Master Fund L.P.

• Sal. Xxxxxxxxx xx. & Cie. Beteiligungs GmbH

• FARAMIR Beteiligungs- und Verwaltungs GmbH

• Sal. Xxxxxxxxx Investments GmbH

• Sal. Xxxxxxxxx Healthcare Beteiligungs GmbH

• LGB Beteiligungs GmbH

• OPB-Holding GmbH

• Sal. Xxxxxxxxx xx. & Cie. Corporate Finance (Schweiz) AG

• Xxxxxxxxx ACA GmbH

• Sal. Xxxxxxxxx xx. & Cie. Beteiligungen S.A. (Luxembourg)

• Xxxxxxxxx Vermögenstreuhand GmbH

• XXXXXXXXX Beteiligungs-Treuhand GmbH

• XXXXXXXXX Capital Advisory GmbH

• Pramerica Alpha Fixed Income Opportunity Fund (Cayman) I, Ltd.

• Dedalus GmbH & Co. KGaA

• XXXXXXXXX Immobilien Dachfonds III GmbH & Co. KG

• Investcorp Coinvestment Partners I, L.P.

4.3.1.1. Asset Management (Part 4.3.1.1. of the Registration Form dated 5 June 2009)

Asset management is an integral component of the Sal. Xxxxxxxxx business model. The two units institutional and private asset management have been bundled in this core business area of the integrated asset management and investment bank. The business area has not been untouched by the turbulence on the financial markets and charted a course of consolidation in view of the persisting uncertainty regarding the further development of the global market and economic environment. Assets under management amounted to approximately € 108 billion as at the end of the year 2008. In 2009, the assets under management by BHF Bank were no longer included in the Issuer’s business activities, reducing total assets under management accordingly. In order to mitigate the effects of the financial and confidence crisis for the Bank's clients to the greatest possible extent, Xxx. Xxxxxxxxx reacted systematically by extending asset diversification opportunities, applying a more defensive investment strategy and expanding the advisory service and product offerings.

When Asset Management and Private Banking were combined into an integrated Asset Management division in 2007, the investment competencies in all asset classes were bundled in the Investment Policy Committee (IPC). On the basis of investment process results from institutional asset management, the IPC prepares short- term market forecasts for the most important asset classes and uses them to make tactical investment decisions.

The major losses suffered on the capital markets however hardly permitted any positive securities account development, particularly in the second half of 2008. In light of this, the conservative positioning with which the Issuer started 2008 proved to be the right choice, in the Issuer's opinion. By reducing equity exposure during the course of the year, it was possible to mitigate the losses in the mixed portfolios, especially in the crash months October and November. In its economic analysis, the Issuer revised the economic forecasts downward at a relatively early stage. Thus it painted a considerably more pessimistic economic picture than the market average, judging by the consensus data, and structured its portfolios more defensively.

One focus of bundling asset management at Sal. Xxxxxxxxx is on asset allocation advice. In strategic asset allocation, this included broader structuring within the traditional bonds and equities asset classes, such as additional regions and special focuses. Moreover, in addition to equities and bonds, particularly larger portfolios of alternative investments were taken into account in long-term asset structuring. This enabled utilisation of more cost-effective correlation or diversification characteristics of real estate, hedge funds, commodities and private equity to reduce investment risks in client or fund portfolios.

At the same time, Sal. Xxxxxxxxx’x asset management integration also included further development of tactical asset allocation in which short-term investment decisions are based on a structured investment process – a successful practice in institutional asset management for many years. These tactical investment decisions are aimed at active deviation from long-term asset structure (strategic asset allocation) on the basis of short- term market forecasts in order to create corresponding added value for clients. Thus shares were strongly underweighted, with long maturities preferred in the bonds area. Not least the Issuer's cautious position concerning investments in commodities proved to be correct from its point of view.

In light of the turbulence on the financial markets, alternative investments proved to be less volatile overall than equities or corporate bonds, for example. The Issuer's conservative real estate exposures have proved to be pillars of stable value with the lion’s share of its income generated by long-term rental income. The more stable real estate markets primarily include those that have not experienced any exaggerations, such as Germany and the Benelux countries.

The investments the Issuer selected in private equity also proved to be similarly robust. The reasons for this were firstly the investment focus on soundly financed medium-sized companies, and secondly broad diversification, which proved effective, particularly in these times of volatile financial markets. Hedge funds, in contrast, suffered – unlike real estate and private equity investments – visibly in light of more difficult financing terms and erratic market fluctuations. The Issuer's hedge fund investments were also affected, although they did better than the market-wide indices. The current slump in the commodities markets was anticipated in time for the Issuer to dispose of exposures.

Asset management business and the custodian bank’s activities proved to be pillars of stable value. The loss posted by alternative investments for the first half of 2009 was higher year-on-year. Private equity and hedge fund investments were visibly marred by the tougher financing conditions and erratic market fluctuations. The Issuer’s real estate investments also impaired results. The dip in the commodities markets was nonetheless anticipated in time for the Issuer to dispose of exposures.

The advisory service was restructured by client segment in order to be able to offer institutional clients targeted, customised sector-specific solutions. The integration of asset management now offers institutional clients the added benefit of the Issuer's private client support’s regional network.

The Bank's clients also profit in this last regard from the strategic ties between Asset Management and the Investment Banking competence centres. Asset management solutions are thus available to Investment Banking clients just as the Investment Banking offerings are available to Asset Management clients.

The Issuer strengthened the Xxxxxxxxx Vermögenstreuhand GmbH (OVT) advisory service to foundations at the beginning of 2008. Sal. Xxxxxxxxx’x advisory service to foundations was awarded first place in the 'Foundation assets - the best names in 2008' report of the Berlin-based financial publishing house FUCHSBRIEFE and the financial services assessment institution Institut für Qualitätssicherung und Prüfung von Finanzdienstleistungen GmbH. Moreover, the Elite Report 2009 recognised the advisory quality of the Issuer's private banking service by awarding it the top mark 'summa cum laude' once again.

As a further contribution to securing the future of family businesses, in addition to ~~the~~ its advisory and product offering, the Issuer created a seminar offering in cooperation with the Witten-Herdecke University and the EQUA foundation aimed at the new generation of partners in family businesses. The seminars focus on aspects of asset and partner management, family business organisation and the dynamics typically found there as well as basic issues in economics and company law.

Investment Banking (Section 4.3.1.2. of the Registration Form dated 5 June 2009)

Investment Banking with the Corporate Finance and Financial Markets sections is Sal. Oppenheim’s second core business area. It combines industry and product knowledge with transaction expertise. The business faced unusual challenges in 2008, particularly in the second half of the year. In the Issuer's opinion, Corporate Finance achieved very satisfactory business results. In Financial Markets, in contrast, the drastic rise in volatility resulting from the financial crisis had primarily negative results on the Issuer's trading, investment and hedging activities, as far as equities are concerned. The Issuer addressed this development by introducing measures to limit volume and risk; however, negative net trading income was unavoidable. On a positive note in this environment, the Equity Sales team posted a good result.

Sal. Xxxxxxxxx will be concentrating on its core business of asset management in future. The Issuer concluded a purchase agreement regarding the investment banking activities with Xxxxxxxxx Capital (Europe) Limited, London, UK, and Xxxxxxxxx Bank Limited, New South Wales, Australia, on 22 December 2009. The purchase agreement sets out the sale by the Issuer of significant parts of its Equity Trading & Derivatives business area, which belongs to investment banking, in particular its derivatives business, to

Xxxxxxxxx Capital (Europe) Limited and Xxxxxxxxx Bank Limited.

Trend Information (Part 4.4. of the Registration Form dated 5 June 2009)

2009 was~~will be~~ characterised by consolidation through further improvement in quality and a focus on short-term value-creating activities with primarily liquid stocks. In addition it will be necessary to continue to increase research efficiency in a market environment that is likely to be difficult and to achieve absolutely positive investment results through tactical equity and sector allocations as well as targeted equity selection.

Any forecasts on the further development of the market and economic environment made in the current situation are saddled with considerable uncertainty. The Issuer will continue to forge ahead on the course it has charted of making all investment decisions on the basis of an active and fundamentally structured investment process that is pursued with discipline. The top priority for the Bank in the coming months will be to focus on dealing appropriately with the continuing volatility on the financial markets. The principles guiding its actions will be broad diversification, conservative positioning in the portfolios and a focus on intensive advisory services on all aspects of asset management.

In 2009, the Investment Banking area aims to continue the adjustment processes with the goal of generating sustainable stable earnings even if at a significantly lower level than in previous years. The Issuer reacted to the persistently difficult market environment by setting a new strategic focus, implementing cost-saving measures and modifying incentive systems.

2009 has been characterised by high risk provisioning expenses and impairment losses, with uncertainties remaining for the second half of the year.

For the financial year as a whole, the Issuer expects a loss in excess of the value adjustments recognised in the semi-annual result (see 4.7.4 below).

Boards and committees, management and supervisory bodies (section 4.5. in the Registration Form dated 5 June 2009)

According to the Memorandum and Articles of Association, the Company’s boards and committees are as follows:

1. the personally liable partners

2. the Shareholders’ Committee

3. the Supervisory Board

4. the Annual General Meeting

The personally liable partners (and their respective functions) are as follows:

Name	Function
Sal. Xxxxxxxxx xx. & Cie. Verwaltungs AG	See in the text below
Xxxxxxxx Xxxx xxx Xxxxxxx	Spokesman for the Personally Liable Partners until 24 December 2009 (inclusive).
Xxxxxxxxx Xxxx Xxxxxxx	Risk Management, Equity Investments and Bank Services
Xxxxxxxxxxx Xxxxxxxx von Xxxxxxxxx	Asset Management until 15 January 2010 (inclusive).
Xxxxxx Xxxxxx	Investment Banking

As general partner, Xxx. Xxxxxxxxx xx. & Cie. Verwaltungs AG became an additional personally liable partner of the Issuer on 22 December 2009. Sal. Xxxxxxxxx xx. & Cie. Verwaltungs AG is a wholly- owned subsidiary of the Issuer and was founded for the purpose of conducting all of the Issuer's business activities in Germany. Xxxxxxx Xxxxxx xxx Xxxxxxxxxxx has been appointed Chairman of the Executive Board of Sal. Xxxxxxxxx xx. & Cie. Verwaltungs AG. The other members of the Executive Board of Sal. Xxxxxxxxx xx. & Cie. Verwaltungs AG are Dr. Xxxxxxxx Xxxxx and Xxxxxxxx Xxxxx. As Executive Board member, Dr. Xxxxx, previously manager of Xxxxxxxxx Kapitalanlagegesellschaft mbH, will be responsible for the independent investment strategy of the Issuer. Xxxxxxxx Xxxxx, General Director of Sal. Xxxxxxxxx xx. & Cie. S.C.A. in Luxembourg, will take charge of the Bank Services division. The Supervisory Board of Sal. Xxxxxxxxx xx. & Cie. Verwaltungs AG comprises the following three members:

Dr. Xxxxxxxx Xxxxxx (Chairman)

Dr. Xxxxxx Xxxxxxxxxx (Deputy Chairman) Xxxxxxx Xxxxxx

Personally liable partner Xxxxxxxx Xxxx xxx Xxxxxxx resigned from the management of the Issuer as of 24 December 2009 und thus also from his function as spokesman for the partners. Moreover, as of 15 January 2010, Xxxxxxxxxxx Xxxxxxxx von Xxxxxxxxx, Xxxxxxxxx Xxxx Xxxxxxx and Xxxxxx Xxxxxx resigned from the Issuer's management; Xxxxxxxxx Xxxx Xxxxxxx and Xxxxxx Xxxxxx resigned as personally liable partners of the Issue as well.

As a result of the transfer of BHF-BANK Aktiengesellschaft to Sal. Xxxxxxxxx xx. & Cie. S.C.A. at the turn of 2008/2009, the Issuer's Supervisory Board now comprises ~~twelve~~nine members, six of which are elected by the Annual General Meeting and three by the

employees in accordance with the German One- third Participation Act (Drittelbeteiligungsgesetz).

The Supervisory Board is currently comprised as follows:

Shareholder representatives:

Xxxxx Xxxxx von Xxxxxxx (Chairman)

Xxxxxxxxx Xxxx Xxxxxxxx von Xxxxxxxxx (1st Deputy Chairman)

Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx

Xxxxxxxx Xxxxxxxx von Xxxxxxxxx Dr. Xxxxxxx Xxxxxxxx xxx Xxxxx

Employee representatives:

Xxxx-Xxxx Xxxxxxxx (2nd Deputy Chairman) Xxxxxx Xxxxx

Xxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxx

By order of the Cologne Local Court dated 14 December 2009, the following individuals were appointed to the Issuer's Supervisory Board as temporary employee representatives until conclusion of the Issuer's next ordinary Annual General Meeting:

Xxx Xxxxxxx

Xxxx-Xxxx Xxxxxxxx Xxxxx Xxxxxxxxx

The Shareholders’ Committee comprises the following members:

Xxxxxxxxx Xxxx Xxxxxxxx von Xxxxxxxxx (Chairman) Xxxxx Xxxxx von Xxxxxxx (Deputy Chairman) Xxxxx Xxxxxx von Xxxxxxx

Xxxxxxxx Xxxxxxxxx Xxxxx X. Xxxx

Xxxxxxxx Xxxxxxxx von Xxxxxxxxx Xxxxx Xxxxxxxxxxx

Dr. Xxxxxxx Xxxxxxxx xxx Xxxxx

The personally liable partners, Supervisory Board and Shareholders' Committee members of ~~Xxx.~~ ~~Xxxxxxxxx xx. & Cie. KGaA~~the Issuer, and the executive bodies and Supervisory Board members of Xxx. Xxxxxxxxx xx. & Cie. Verwaltungs AG can be contacted at the Issuer's business address: Xxxxx Xxxxxxxxxxxxx 0, 00000 Xxxxxxx, Xxxxxxx.

The personally liable partners or the executive body and Supervisory Board members of Xxx. Xxxxxxxxx xx. & Cie. Verwaltungs AG hold the following posts in addition to those at the Issuer at the date of approval of this supplement.

Personally liable partners:

Xxxxxxxx Xxxx xxx Xxxxxxx:

• Partnership, Spokesman for the Personally Liable Partners at Sal. Xxxxxxxxx xx. & Cie. S.C.A.

• Chairman of the Supervisory Board of Bank Sal. Xxxxxxxxx xx. & Cie. (Österreich) AG

• President of the Board of Directors, Bank Sal. Xxxxxxxxx xx. & Cie. (Schweiz) AG

• Spokesman for the Board of Managing Directors of BHF-BANK Atiengesellschaft

• Chairman of the Supervisory Board of Fiat Group Automobiles Germany AG

• Member of the Supervisory Board of IVG Immobilien AG

• Managing Director of Mustela Verwaltungsgesellschaft mbH

• Member of the Executive Board of Xxxxxxxxx Beteiligungs-AG

• Managing Director of Xxxxxxxxx-Xxxx Holding GbR

• Deputy Chairman of the Advisory Board of Xxxxxxxxx Vermögenstreuhand GmbH

• Member of the Supervisory Board of RWE Power Aktiengesellschaft

• Managing Director of Sal. Xxxxxxxxx Boulevard Xxxxxx Xxxxxxxx S.à.r.l.

• Member of the Board of Directors of Sal. Xxxxxxxxx xx. & Cie. Beteiligungen S.A. (Luxembourg)

• Managing Director of Sal. Xxxxxxxxx xx. & Cie. Beteiligungs GmbH

• ChairmanMember of the Supervisory Board of Schwestern-Versicherungsverein vom Roten Kreuz in Deutschland a.G.

• Chairman of the Board of Directors of Solidas 1 S.A.

• Chairman of the Board of Directors of Solidas 4 S.A.

• Member of the Supervisory Board of ThyssenKrupp Steel AG

Xxxxxxxxxxx Xxxxxxxx von Xxxxxxxxx:

• Partnership, Personally Liable Partner of Sal. Xxxxxxxxx xx. & Cie. S.C.A.

• Member of the Board of Directors of 4IP Management AG

• Deputy Chairman of the Supervisory Board of Bank Sal. Xxxxxxxxx xx. & Cie. (Österreich) AG

• Member of the Board of Directors of Bank Sal. Xxxxxxxxx xx. & Cie (Schweiz) AG

• Managing Director of Xxxxxxxxx Xxxx Bauunternehmung Gesellschaft für Hochbau, Beton- und Stahlbetonbau mbH

• Managing Director of Gebr. Esch Wohnbaugesellschaft mbH

• Non-Executive Director of the Board of Directors of Integrated Asset Management plc.

• Managing Director of Xxxxx Xxxx Finanzierungsvermittlungsgesellschaft mbH

• Managing Director of Xxxxx Xxxx Fonds- Projekt GmbH

• Managing Director of Xxxxx Xxxx Vermögensverwaltungsgesellschaft mbH

• Managing Director of KARPATHOS Beteiligungs- und Verwaltungsgesellschaft mbH

• Member of the Supervisory Board of Olympia Flexgroup AG

• MemberChairman of the Board of Directors of Xxxxxxxxx ACA Concept

• Chairman of the Board of Directors of Xxxxxxxxx Asset Management Services S.à.r.l.

• Managing Director of Xxxxxxxxx-Xxxx Managementgesellschaft mbH

• Managing Director of Xxxxxxxxx Immobilientreuhand GmbH

• President of the Board of Directors of Xxxxxxxxx Investment Holding AG

• Chairman of the Supervisory Board of Xxxxxxxxx Kapitalanlagegesellschaft mbH

• President of the Board of Directors of Xxxxxxxxx Landert Family Office AG

• Chairman of the Advisory Board of Xxxxxxxxx Vermögenstreuhand GmbH

• Managing Director of Xxxxxxxxx Verwaltung von Immobilienvermögen GmbH

• Member of the Advisory Board of XXXXXXX XXXXXXXXX GmbH

• Member of the Board of Directors of Sal. Xxxxxxxxx Alternative Asset Management S.A.

• Member of the Supervisory Board of Xxx. Xxxxxxxxx (France) S.A.

• Non-Executive Director of the Board of Directors of Sal. Xxxxxxxxx (Hong Kong) Limited

• Managing Director of Sal. Xxxxxxxxx xx. & Cie. Beteiligungs GmbH

• Member of the Board of Directors of Sal. Xxxxxxxxx Private Equity Partners S.A.

• Managing Director of Sechste Xxxxxxx Xxxxxxxxxxxx- und Verwaltungsgesellschaft mbH

• Chairman of the Board of Directors of Solidas 2 S.A.

• Member of the Board of Directors of Solidas 3 S.A.

• Chairman of the Supervisory Board of VEMAG Verlag- und Medien AG

• Member of the Board of Directors of Solidas 4 S.A.

Xxxxxxxxx Xxxx Xxxxxxx:

• Partnership, Personally Liable Partner of Sal. Xxxxxxxxx xx. & Cie. S.C.A.

• President of the Board of Directors of 4IP Management AG

• Chairman of the Supervisory Board of ARCANDOR Aktiengesellschaft

• Member of the Supervisory Board of AXA Service AG

• Member of the Supervisory Board of Bank Sal. Xxxxxxxxx xx. & Cie. (Österreich) AG

• Member of the Board of Directors of Bank Sal. Xxxxxxxxx xx. & Cie (Schweiz) AG

• Member of the Shareholders’ Committee of CAM Private Equity Consulting & Verwaltungs-GmbH

• Member of the Supervisory Board of Content Management AG

• Member of the Board of Directors of the Franco- German Chamber of Industry and Commerce

• Managing Director of FARAMIR Beteiligungs- und Verwaltungs GmbH

• Deputy Chairman of the Supervisory Board of INTERSEROH SE

• Member of the Supervisory Board of moderne stadt Gesellschaft zur Förderung des Städtebaues und der Gemeindeentwicklung mit beschränkter Haftung

• Member of the Executive Board of Xxxxxxxxx Beteiligungs-AG

• Chairman of the Board of Directors of Xxxxxxxxx-OEH S.A.

• Member of the Advisory Board of Xxxxxxxxx Research GmbH

• Member of the Advisory Board of XXXXXXX XXXXXXXXX GmbH

• Member of the Board of Directors of Sal. Xxxxxxxxx Alternative Asset Management S.A.

• Member of the Advisory Board of Sal. Xxxxxxxxx Alternative Investments GmbH

• Managing Director of Sal. Xxxxxxxxx Boulevard Xxxxxx Xxxxxxxx S.à.r.l.

• Chairman of the Supervisory Board of Sal. Xxxxxxxxx (France) S.A.

• Member of the Advisory Board of Sal. Xxxxxxxxx Investments GmbH

• Vice President of the Board of Directors of Sal. Xxxxxxxxx xx. & Cie. Corporate Finance (Schweiz) AG

• Member of the Board of Directors of Sal. Xxxxxxxxx Private Equity Partners S.A.

• Member of the Board of Directors of SSG S.A.

• Member of the Board of Directors of Solidas 3 S.A.

• Member of the Board of Directors of Solidas 4 S.A.

• Managing Director of Unter Sachsenhausen Beteiligungs GmbH

• Member of the Supervisory Board of VCM Capital GmbH

Xxxxxx Xxxxxx:

• Partnership, Personally Liable Partner of Sal. Xxxxxxxxx xx. & Cie. S.C.A.

• Member of the Board of Directors of 4IP Management AG

• Non-Executive Director of the Board of Directors of Air Berlin PLC

• Deputy Chairman of the Supervisory Board of Bank Sal. Xxxxxxxxx xx. & Cie. (Österreich) AG

• Member of the Board of Directors of Bank Sal. Xxxxxxxxx xx. & Cie (Schweiz) AG

• Member of the Supervisory Board of Börse Düsseldorf AG

• Member of the Board of Directors of Collineo Asset Management plc.

• Member of the Board of ManagersDirectors of Collineo Holding S.à. r.l.

• Managing Director of FARAMIR Beteiligungs- und Verwaltungs GmbH

• Member of the Board of Directors of Kommanditgesellschaft Allgemeine Leasing GmbH & Co.

• Non-Executive Director of the Board of Directors of MB Advisory Group, LLC

• Member of the Board of Directors of Sal. Xxxxxxxxx Alternative Asset Management S.A.

• Member of the Advisory Board of Sal. Xxxxxxxxx Alternative Investments GmbH

• Member des Board of DirectorsManagers der Sal. Xxxxxxxxx Figaro Currency Fund Plc

• Member of the Supervisory Board of Xxx. Xxxxxxxxx (France) S.A.

• Non-Executive Director of the Board of Directors of Sal. Xxxxxxxxx (Hong Kong) Limited

• Member of the Advisory Board of Sal. Xxxxxxxxx Investments GmbH

• President of the Board of Directors of Sal. Xxxxxxxxx xx. & Cie. Corporate Finance (Schweiz) AG

• Director of the Board of Directors of Sal. Xxxxxxxxx xx. & Cie. Securities (UK) Limited i.L.

• Member of the Board of Directors of Sal. Xxxxxxxxx Private Equity Partners S.A.

• Member of the Board of Directors of SOAR European Equity Fund plc

• Member of the Board of Directors of Solidas 4 S.A.

Executive Board Sal. Xxxxxxxxx xx. & Cie. Verwaltungs AG:

Xxxxxxx Xxxxxx xxx Xxxxxxxxxxx:

• General Manager at Sal. Xxxxxxxxx xx. & Cie. S.C.A.

• Spokesman of the Board of Managing Directors of BHF-BANK Aktiengesellschaft

• Member of the Supervisory Board of GEZE GmbH

• Member of the Supervisory Board of Homag Group AG

• Member of the Supervisory Board of Aesculap AG

• Deputy Chairman of the Board of Landeskreditbank Baden-Württemberg – Förderbank–

Dr. Xxxxxxxx Xxxxx:

• Deputy Chairman of the Supervisory Board of Finance in Motion GmbH

Xxxxxxxx Xxxxx:

• Member of Management of Sal. Xxxxxxxxx xx. & Cie. S.C.A.

• Managing Director of Sal. Xxxxxxxxx Boulevard Xxxxxx Xxxxxxxx S.à.r.l.

• Chairman of the Board of Directors of OP- INVEST CHF Management S.A.

• Chairman of the Board of Directors of PHARMA/wHEALTH Management Company S.A.

• Chairman of the Board of Directors of SGG S.A.

• Chairman of the Board of Directors of Fiduciaire X. Xxxxxxx & Associés S.A.

• Member of the Board of Directors of VCM Mezzanine SICAV-FIS III

• Member of the Board of Directors of SOPEP Mezzanine SICAV-FIS IV

• Member of the Board of Directors of EUROCASH-FUND S.A.

• Member of the Board of Directors of Global Competence SICAV

• Member of the Board of Directors of OP Global Strategic SICAV

• Member of the Board of Directors of OAI Hedge Fund SICAV

• Member of the Board of Directors of OAI Private Equity Fund SICAV

• Member of the Board of Directors of Management & Capitali S.p.A.

• Member of the Board of Directors of LA LUXEMOURGEOISE S.A.

• Member of the Board of Directors of COBEPA

• Member of the Board of Directors of Elcoteq SE

• Member of the Board of Directors of BIP Investment Partners

• Member of the Board of LA LUXEMBOURGEOISE Société Anonyme d’Assurances

• Member of the Board of LA LUXEMBOURGEOISE-VIE Société Anonyme d’Assurances

Supervisory Board of Sal. Xxxxxxxxx xx. & Cie. Verwaltungs AG:

Dr. Xxxxxx Xxxxxxxxxx:

• Managing Director of Triton Gesellschaft für Beteiligungen GmbH

The following members of the Issuer's Supervisory Board hold the following posts in addition to their functions at the Issuer:

Xxxxx Xxxxx von Xxxxxxx:

• Chairman of the Supervisory Board of Sal. Xxxxxxxxx xx. & Cie. S.C.A.

• Chairman of the Supervisory Board of BHF- BANK AG

• Chairman of the Supervisory Board of Xxxxxxxxx Beteiligungs-AG

• Member of the Board of Directors of Xxxxxxxxx-OEH S.A.

Xxxxxxxxx Xxxx Xxxxxxxx von Xxxxxxxxx:

• Deputy Chairman of the Supervisory Board of Sal. Xxxxxxxxx xx. & Cie. S.C.A.

• Deputy Chairman of the Supervisory Board of BHF-BANK AG

• Deputy Chairman of the Supervisory Board of Xxxxxxxxx Beteiligungs-AG

Xxxxxxxx Xxxxxxxx von Xxxxxxxxx:

• Member of the Supervisory Board of Xxx. Xxxxxxxxx xx. & Cie. S.C.A.

• Member of the Supervisory Board of BHF- BANK AG

• Member of the Supervisory Board of Xxxxxxxxx Beteiligungs-AG

Xxxxxx Xxxxxxxx:

• Member of the Supervisory Board of Argantis GmbH

• Member of the Supervisory Board of Bank Sal. Xxxxxxxxx xx. & Cie. (Österreich) AG

• Member of the Supervisory Board of CA Immobilien Anlagen AG

• Member of the Supervisory Board of Xxxxxxx Holding AG

• Member of the Board of Trustees of Dundee Real Estate Investment Trust

• Member of the Board of Directors of Integrated Asset Management plc.

• Chairman of the Supervisory Board of IVG Immobilien AG

• Deputy Chairman of the Supervisory Board of IVG Institutional Funds GmbH

• Member of the Supervisory Board of Kölnische Rückversicherungs-Gesellschaft AG

• Member of the Board of Directors of Xxxxx Xxxxxx Management (B.V.I.) Ltd.

• Member of the Supervisory Board of LVM Landwirtschaftlicher Versicherungsverein Münster a.G.

• Member of the Supervisory Board of LVM Lebensversicherungs-AG

• Member of the Supervisory Board of LVM Pensionsfonds-AG

• Chairman of the Supervisory Board of modernes köln Gesellschaft für Stadtentwicklung mit beschränkter Haftung

• Chairman of the Supervisory Board of moderne Stadt Gesellschaft zur Förderung des Städtebaues und der Gemeindeentwicklung mbH

• Deputy Chairman of the Supervisory Board of MONEGA Kapitalanlagegesellschaft m.b.H.

• Deputy Chairman of the Board of Directors of Xxxxxxxxx Asset Management Services S.à r.l.

• Member of the Supervisory Board of Xxxxxxxxx Kapitalanlagegesellschaft mbH

• Member of the Supervisory Board of SMS GmbH

• Member of the Supervisory Board of Tertia Handelsbeteiligungsgesellschaft mbH

• Member of the Supervisory Board of Central Europe and Russia Fund, Inc.

• Member of the Supervisory Board of European Equity Fund, Inc.

Xxxxxx Xxxxxx:

• Member of the Supervisory Board of Xxx. Xxxxxxxxx xx. & Cie. S.C.A.

• Member of the Supervisory Board of BHF-BANK AG

• President and CEO of SES S.A.

• Chairman of the Executive Committee of SES S.A.

• Chairman of the Board of Directors of SES ASTRA S.A.

• Chairman of the Board of Directors of SES AMERICOM, Inc.

• Chairman of the Board of Directors of SES NEW SKIES

• Chairman of the Special Shareholder Committee of SES World SKIES

• Chairman of the Board of Directors of SES SIRIUS AB

• Member of the Board of BIP Investment Partners S.A.

Xxxxxx Xxxxx:

• Member of the Supervisory Board of BHF-BANK AG

Xxxxxxxx Xxxxxxxx:

• Member of the Supervisory Board of BHF-BANK AG

No conflicts of interest exist between the obligations of the persons listed above towards the Issuer and their private interests or other obligations.

Capital Resources / Principal Shareholders (Part 4.6. of the Registration Form dated 5 June 2009)

As at ~~31 December 2008~~ , 30 June 2009, the Issuer had assets totalling € ~~1,773~~ 1,443 million, divided up as follows: € 900 million in subscribed capital, € 700 million of which is divided into 140,000 registered

shares with restricted transferability and € 200 million of which is in silent contributions, as well as € 200 held as capital reserve, € ~~854~~ 664 million held as retained earnings, a revaluation surplus of €- 11 20 million, a foreign currency translation reserve of €-1 -5 million, net loss for the period after share of the profit attributable to minority interests of

€ ~~174~~ -341 million and a minority interest of € 5 million. The equity ratio in accordance with Principle I of the German Banking Act (Kreditwesengesetz – KWG) amounted to ~~12.3%~~ 12.2% as at ~~31 December 2008~~ 30 June 2009. To increase capital, Sal. Xxxxxxxxx xx. & Cie. S.C.A. made a silent contribution of € 140 million to the Issuer effective 31 December 2009. Nevertheless, the Issuer expects a reduction in tier 1 capital due to the expected loss at the end of the financial year (see 4.7.4 below).

In terms of the shareholders, it is necessary to note that the Issuer has a particular legal form – of a partnership limited by shares (Kommanditgesellschaft auf Aktien). The shares are held by the limited liability shareholder, although the personally liable partners (general partners) have a particularly strong position with regard to corporate decision-making in comparison with a normal public company. Furthermore, the Issuer also has a shareholders’ committee comprising shareholders from Sal. Xxxxxxxxx xx. & Cie. S.C.A. According to the Issuer’s Articles of Association, this body plays an important role, in particular with regard to the entry and departure of personally liable partners and the decisions on areas of activity and the profit participation of the personally liable partners (see section 4.5. of this Registration Form for members).

As regards the transfer of capital shares at the Issuer, it is necessary to note that the share capital is divided into registered shares, the transfer of which, in accordance with the Issuer’s Articles of Association, requires the approval of the company in the form of a unanimous resolution by all personally liable partners.

Since the group restructuring (with effect from 1 July 2007), the group parent company Sal. Xxxxxxxxx xx. & Cie. S.C.A. wholly and directly owns the Issuer. The shareholders of the group parent company are identical to the former shareholders of the Issuer.

Major Changes in the financial position of the Issuer (Part 4.7.4. of the Registration Form dated 5 June 2009)

There have been no major changes in the financial position of the Group since the end of the financial year as at 31 December 2008 with the following exception.

For the first half of financial year 2009, which ended on 30 June 2009, the Group reported a net loss for the period of € -341 million, compared with net income of

€ 40 million in the first six months of 2008. This resulted in particular from an increase in the risk provisioning expenses as well as from impairment losses on equity investments, securities and real estate. The tier 1 capital ratio amounts to 12.2%.

The net loss for the period of € -341 million of the Issuer is included in the net loss for the period of the group parent company Sal. Xxxxxxxxx xx. & Cie. S.C.A., Luxembourg, of € -370 million. This figure was significantly impacted by the loss posted by the Issuer. A silent contribution of € 300 million to Xxx. Xxxxxxxxx xx. & Cie. S.C.A., made by the shareholders of the group parent company largely offset this figure.

these are recognised any longer on the Issuer's balance sheet or income statement.

The shareholders of the group parent company Sal. Xxxxxxxxx xx. & Cie. S.C.A. concluded a master agreement with Deutsche Bank Aktiengesellschaft, Frankfurt/Main on 28 October 2009, regarding the sale of their shares. The master agreement provides that the shareholders shall sell their shares in the group parent company to Deutsche Bank Aktiengesellschaft. The shareholders shall also have the option of long-term participation of up to 20% in the Issuer. Deutsche Bank Aktiengesellschaft is also to acquire BHF Asset Servicing GmbH (BAS), of which the shareholders of group parent company Sal. Xxxxxxxxx xx. & Cie. S.C.A. have majority share in capital, as well as other assets, which are hold by the same shareholder.

The Issuer expects impairment losses on loans, the private equity portfolio, property companies and properties to amount to a total of € 800 million for financial year 2009. In addition to a tax burden of approximately € 70 million, the Issuer also expects a further burden on earnings of around € 230 million from various items. This will have a major impact on the result for the financial year as a whole and will reduce the tier 1 capital ratio accordingly.

Material Agreements (Part 4.8. of the Registration Form dated 5 June 2009)

With effect from 17 April 2009, the Issuer sold a 24.9% stake in ARCANDOR AG, Essen, and its entire indirectly held interest in IVG Immobilien AG, Bonn, in both cases at the purchase price, therefore neither of

The purchase agreement and additional execution agreements were concluded on 10 December 2009 as part of implementation of the master purchase agreement. Thus the transaction is only pending anti-trust and regulatory approval.

The Issuer concluded a purchase agreement regarding the investment banking activities with Xxxxxxxxx Capital (Europe) Limited, London, UK, and Xxxxxxxxx Bank Limited, New South Wales, Australia, on 22 December 2009. The purchase agreement sets out the sale by Xxx. Xxxxxxxxx of significant parts of its Equity Trading & Derivatives business area, which belongs to investment banking, in particular its derivatives business, to Xxxxxxxxx Capital (Europe) Limited and Xxxxxxxxx Bank Limited.

3. INFORMAZIONI GENERALI SUL SUPPLEMENTO

3.1. RESPONSABILITÀ PER IL SUPPLEMENTO

L’Emittente dichiara che Xxx. Xxxxxxxxx xx. & Cie. Kommanditgesellschaft auf Aktien, con sede in D- 50667 Colonia, Unter Sachsenhausen 4, è responsabile delle informazioni contenute nel presente Supplemento. L’Emittente dichiara che le informazioni contenute nel Supplemento, per quanto a sua conoscenza, sono corrette e che non è stata tralasciata alcuna circostanza rilevante.

3.2. FORMA DELLA PUBBLICAZIONE

Il Supplemento è pubblicato in Germania a termini del §16 comma (1) (4) capoverso e del § 14 della

legge tedesca sui prospetti relativi a titoli mobiliari

WpPG.

Il Supplemento ed i Prospetti modificati dal Supplemento stesso sono consultabili sul sito internet dell’Emittente ('xxx.xxxxxxxxx-xxxxxxxx.xx').

3.3. DISPONIBILITÀ DEI DOCUMENTI

Il presente Supplemento ed i Prospetti di Base modificati dal Supplemento sono disponibili, gratuitamente, presso Sal. Xxxxxxxxx xx. & Cie. KGaA, Trading & Derivatives, Xxxxxxxxxxxxxxx 0, 00000 Xxxxxxxxxxx xxx Xxxx, Xxxxxxxx.

Firmato dall’Emittente

Francoforte sul Meno, 26 gennaio 2010

Sal. Xxxxxxxxx xx. & Cie. KGaA

da Xxxxxxxx Xxxxxxxx da Xxxxxx Xxxxxx

legale rappresentante legale rappresentante

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PROSPETTO DI BASE RELATIVO A CERTIFICATI SU AZIONI, TITOLI RAPPRESENTATIVI DI AZIONI, INDICI, METALLI PREZIOSI, METALLI NON FERROSI, MATERIE PRIME, CONTRATTI FUTURE, QUOTE DI FONDI, EXCHANGE TRADED FUNDS (ETF), TASSI DI CAMBIO E TASSI DI INTERESSE...

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