Obligation HT1 Capital GmbH 1.819% ( DE000A0KAAA7 ) en EUR

HT1 Capital GmbH

100 % ▲

Allemagne

DE000A0KAAA7 ( en EUR )

1.819% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation HT1 Funding GmbH DE000A0KAAA7 en EUR 1.819%, échéance Perpétuelle

1 000 EUR

1 000 000 000 EUR

30/06/2026 ( Dans 142 jours )

HT1 Funding GmbH est une société de financement basée en Allemagne spécialisée dans le financement de projets d'infrastructures et d'énergie renouvelable, offrant des solutions de financement structurées pour des projets à grande échelle.

L'Obligation émise par HT1 Capital GmbH ( Allemagne ) , en EUR, avec le code ISIN DE000A0KAAA7, paye un coupon de 1.819% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

1,000,000,000 Tier 1 Capital Securities
issued by
HT1 Funding GmbH
(a limited liability company established under the laws of Germany on 23 May 2006)
with the payment of coupons and principal conditional upon receipt of profit participation payments and repayment of principal
under a silent participation (Stille Beteiligung) established in the commercial enterprise (Handelsgewerbe) of
Dresdner Bank Aktiengesellschaft
Frankfurt am Main
incorporated as a stock corporation (Aktiengesellschaft) under German law
The issue price of the 1,000,000,000 Tier 1 Capital Securities in the denomination of 1,000 each (the Securities) issued by HT1 Funding GmbH (the
Issuer), a limited liability company (Gesellschaft mit beschränkter Haftung) established under the laws of Germany on 23 May 2006, is 100 per cent. of their
principal amount.
Interest on the nominal amount of the Securities will accrue (i) from (and including) 20 July 2006 (the Issue Date) until 30 June 2017 for each Coupon Period
(as defined below) at a rate of 6.352 per cent. per annum and (ii) from and including 30 June 2017 until (but excluding) 30 June of the year following the
termination of the Participation Agreement (as defined herein) at a rate corresponding to the 12-months EURIBOR plus a margin of 2.0 per cent. per annum,
and will, in each case, be payable annually in arrear on each Due Date (as defined herein), commencing on 30 June 2007. Coupon Periods run from (and
including) 30 June of each year to (but excluding) 30 June of the following year, except for the first Coupon Period, which runs from (and including) the Issue
Date to (but excluding) 30 June 2007. Payments of interest (each such payment a Coupon Payment) may be delayed and are contingent on the Issuer's
actual receipt of funds under the Participation Agreement, under the Loan Agreement, under the Indemnity Agreement and under the Contingent Indemnity
Agreement (each as defined herein) as described in "Terms and Conditions of the Tier 1 Capital Securities".
The Issuer will use the proceeds of the issue of the Securities exclusively for the purpose of establishing a silent participation in the commercial enterprise of
Dresdner Bank Aktiengesellschaft (Dresdner Bank or the Bank) (the Silent Contribution) in the principal amount of 1,000,000,000 (the Principal
Amount) pursuant to an agreement between the Issuer and the Bank (the Participation Agreement). The Issuer expects to fund Coupon Payments on the
Securities with profit participation payments received under the Participation Agreement and funds received from Dresdner Bank (in such capacity the
Lender) under a loan agreement (the Loan Agreement). Under certain circumstances described herein, the Issuer will use funds received from Allianz AG
(Allianz) under a contingent indemnity agreement (the Contingent Indemnity Agreement) to fund Coupon Payments on the Securities. Pursuant to a
fiduciary assignment agreement dated on or about 18 June 2006 2006 (the Fiduciary Assignment Agreement) between the Issuer, the Bank, the Lender
and HSBC Trustee (C.I.) Limited acting as a security trustee for the benefit of the holders of the Securities (Security Trustee), the Issuer will, inter alia, assign
to the Security Trustee all of its payment claims against the Bank under the Participation Agreement, the Lender under the Loan Agreement, Allianz under the
Contingent Indemnity Agreement and all of its claims against the Bank for indemnification in respect of withholding tax under the laws of Germany to the
Security Trustee for the benefit of the holders of the Securities (the Securityholders).
The Securities have no scheduled maturity and the Securityholders have no right to call for their redemption. The Securities may be redeemed at the option
of the Issuer at their nominal amount on 30 June 2017 and on any Coupon Payment Date (as defined herein) thereafter. The Securities may be redeemed
earlier (i) at their Repayment Amount (as defined in the Terms and Conditions of the Securities set out herein) if the Participation Agreement is terminated,
inter alia, under certain tax-related, accounting or regulatory conditions and (ii) at their nominal amount under certain tax-related conditions. In any event, the
Securities will fall due for repayment on any day on which the Silent Contribution falls due for repayment, such redemption, however, is contingent on the
Issuer's actual receipt of funds under the Participation Agreement.
Investing in the Securities involves certain risks. Please review carefully the section entitled "Risk Factors" beginning on page 56 of this Prospectus.
The Bank expects that, upon issuance, the Securities will be assigned a rating of A3 by Moody's Investors Service, Inc. (Moody's), a rating of A by Standard
and Poor's (a division of The McGraw-Hill Companies, Inc.) (S&P) and a rating of A by Fitch Ratings Ltd. (Fitch). A rating is not a recommendation to buy,
sell, or hold securities, and may be subject to revision, suspension or withdrawal at any time by the relevant rating agency.
The Securities will initially be represented by a temporary global security in bearer form without coupons which will be deposited on or about the Issue Date
with Clearstream Banking AG, Frankfurt am Main (the Clearing System). The temporary global security will be exchangeable for a permanent global security
in bearer form upon certification as to non-US beneficial ownership.
Application has been made to the Irish Financial Services Regulatory Authority (IFSRA), as competent authority under Directive 2003/71/EC (the Prospec-
tus Directive) for this Prospectus to be approved. Application has been made to the Irish Stock Exchange for the Securities to be admitted to the official list
and to trading on its regulated market. Further, application is intended be made to the Frankfurt Stock Exchange to list the Securities on the official market
(Amtlicher Markt) of the Frankfurt Stock Exchange. There can be no assurance that listing of the Securities on the Irish Stock Exchange or the Frankfurt Stock
Exchange will be granted. The Issuer has requested IFSRA to provide the competent authorities in Germany, the United Kingdom, Austria, Luxembourg and
The Netherlands with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus (Directive 2003/71/EC)
Regulations 2005 which implements the Prospectus Directive into Irish law (the Prospectus Regulations).
Sole Bookrunner/Structuring Advisor
Dresdner Kleinwort
Senior Co-Lead Managers
Caylon
Citigroup
UBS Investment Bank
Co-Lead-Managers
Banca IMI
BANCO BILBAO VIZCAYA
Banco Pastor
ARGENTARIA, S.A.
BayernLB
Caja Madrid
Commerzbank Corporates & Markets
DekaBank
DZ BANK AG
HSH Nordbank AG
La Caixa
MERRILL LYNCH INTERNATIONAL
NATEXIS BANQUES POPULAIRES
Raiffeisenlandesbank
RASFIN SIM S.p.A.
RZB-Austria
Niederösterreich-Wien AG
Raiffeisen Zentralbank Österreich AG
The Royal Bank of Scotland
The date of this Prospectus is 1 8 July 2006. This Prospectus constitutes a prospectus pursuant to, and is in compliance with the
requirement of, the Prospectus Directive.

Responsibility Statement
The Bank accepts responsibility for the information contained in this prospectus (the Prospectus) and hereby declares
that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the
best of its knowledge, in accordance with the facts and does not omit anything likely to affect its import. The Issuer accepts
responsibility for the information in this Prospectus about itself and the description of the Transaction (as defined in "Sum-
mary") and to the best of its knowledge the information is in accordance with the facts and does not omit anything likely to
affect the import of such information. The Issuer does not accept responsibility for any other information contained in this
Prospectus.
Notice
No person is authorised to give any information or to make any representations other than those contained in this Prospec-
tus and, if given or made, such information or representations must not be relied upon as having been authorised by or on
behalf of the Issuer, the Bank or by or on behalf of Dresdner Bank AG London Branch (the Lead Manager) and CALYON
Corporate and Investment Bank; Citigroup Global Markets Limited and UBS Limited (the Senior Co-Lead Manager) and
Banca IMI S.p.A., Banco Bilbao Vizcaya Argentaria, S.A., Banco Pastor, S.A., Bayerische Landesbank Girozentrale, Caja
de Ahorros y Monte de Piedad de Madrid, Caixa d`Estalvis i Pensions de Barcelona "la Caixa"; Commerzbank Aktiengesell-
schaft, DekaBank Deutsche Girozentrale, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, HSH
Nordbank AG, MERRILL LYNCH INTERNATIONAL, NATEXIS BANQUES POPULAIRES, RAIFFEISENLANDESBANK NIEDER-
ÖSTERREICH-WIEN AG, RASFIN SIM S.p.A., Raiffeisen Zentralbank Österreich Aktiengesellschaft and The Royal Bank of
Scotland plc (the Co-Lead Manager) (each, a Manager, and collectively, the Managers). Neither the delivery of this Pro-
spectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change
in the affairs of the Issuer or the Bank or any of their respective affiliates since the date of this Prospectus, or that the infor-
mation herein is correct at any time since its date.
An investment in the Securities is suitable only for financially sophisticated investors who are capable of fully evaluating the
risks involved in making such investments and who have an asset base sufficiently substantial as to enable them to sustain
any loss that they might suffer as a result of making such investments.
Prospective investors should inform themselves as to the legal requirements and tax consequences within the countries of
their residence and domicile for the acquisition, holding or disposal of Securities and any foreign exchange restrictions that
might be relevant to them. This Prospectus does not constitute an offer of, or an invitation by or on behalf of, the Issuer, the
Bank or the Managers to subscribe for or to purchase any of the Securities.
Prospective investors should satisfy themselves that they understand all of the risks associated with making investments in
the Securities. Please review carefully the section entitled "Risk Factors" beginning on page 32 of this Prospectus. If a pro-
spective investor is in any doubt whatsoever as to the risks involved in investing in the Securities, he should consult profes-
sional advisers.
This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by the Issuer, the Bank or the Managers that any recipient of this Prospectus should purchase any of the
Securities. Each investor contemplating purchasing Securities should make his own independent investigation of the finan-
cial condition and affairs, and his own appraisal of the creditworthiness, of the Issuer and the Bank .
Other than with respect to Ireland, none of the Issuer, the Bank or the Managers has taken, and other than with respect to
Germany, the United Kingdom, Austria, Luxembourg and The Netherlands, none of the Issuer, the Bank or the Managers
will take, any action that would permit a public offering of the Securities or distribution of this document in any jurisdiction
where action would be required for such a purpose. The offer, sale and delivery of the Securities and the distribution of this
Prospectus in certain jurisdictions is restricted by law. Persons into whose possession this Prospectus comes are required
by the Issuer, the Bank and the Managers to inform themselves about and to observe any such restrictions. In particular, the
Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the Secu-
rities Act). Subject to certain limited exceptions, the Securities may not be offered, sold or delivered within the United
States or to U. S. persons.
IN CONNECTION WITH THE ISSUE OF THE SECURITIES, DRESDNER BANK AS STABILISING MANAGER OR PERSONS
ACTING ON ITS BEHALF MAY OVER-ALLOT SECURITIES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING
THE MARKET PRICE OF THE SECURITIES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT DRESDNER BANK AS STABILISING MANAGER (OR ANY PERSON ACT-
ING ON ITS BEHALF) WILL UNDERTAKE ANY STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON
OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE SECURI-
TIES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF
30 CALENDAR DAYS AFTER THE ISSUE DATE AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF
THE SECURITIES. ANY STABILISING ACTION OR OVER-ALLOTMENT SHALL BE CONDUCTED IN ACCORDANCE WITH
ALL APPLICABLE LAWS AND RULES.
2

Forward-Looking Statements
In addition to historical information, this Prospectus includes forward-looking statements. These statements relate to the
Bank's future prospects, developments and business strategies. They are based on analyses of forecasts of future results
and estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the use
of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "pro-
ject", "will", and similar terms and phrases, including references to assumptions. These statements are contained in par-
ticular in the sections entitled "Summary", "Risk Factors", "The Bank" and other sections of this Prospectus.
These forward-looking statements involve risks, uncertainties and other factors that may cause the actual future results,
performance and achievements to be materially different from those suggested or described in this Prospectus. Many of the
factors that will determine these results, performance and achievements are beyond the Bank's control. Such factors
include, among others, uncertainties in respect of the overall economic development, loan defaults, court proceedings or
other proceedings, maintenance of appropriate refinancing conditions and generally the economic and business framework
of the markets relevant for the Bank's business.
The risks described above and in the section entitled "Risk Factors" are not comprehensive. New risks, uncertainties and
other factors may emerge from time to time and it is not possible for the Bank to predict all such risk factors, to assess the
impact of all such risk factors on its business or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, the
investor should not place undue reliance on forward-looking statements as a prediction or guarantee of actual results or
events.
3

Presentation of Financial Information
The non-consolidated financial statements of the Bank have been prepared in accordance with the German Commercial
Code (Handelsgesetzbuch) (HGB) and generally accepted accounting principles thereunder (German GAAP). The con-
solidated financial statements of the Bank have been prepared in accordance with the International Financial Reporting
Standards (IFRS) of the International Accounting Standards Board.
4

Table of Contents
CLAUSE
PAGE
FORWARD-LOOKING STATEMENTS
3
PRESENTATION OF FINANCIAL INFORMATION
4
SUMMARY
6
GERMAN TRANSLATION OF THE SUMMARY
28
SELECTED FINANCIAL INFORMATION
52
RISK FACTORS
56
USE OF PROCEEDS
62
CAPITALISATION, REGULATORY CAPITAL, DISTRIBUTABLE PROFIT (BILANZGEWINN)
63
TERMS AND CONDITIONS OF THE TIER 1 CAPITAL SECURITIES
66
TERMS OF THE PARTICIPATION AGREEMENT
82
TERMS OF THE LOAN AGREEMENT
92
TERMS OF THE CONTINGENT INDEMNITY AGREEMENT
98
DESCRIPTION OF THE FIDUCIARY ASSIGNMENT AGREEMENT AND INDEMNITY AGREEMENT
104
GENERAL INFORMATION ON THE ISSUER
105
THE BANK
107
REGULATION
120
TAXATION
125
SUBSCRIPTION AND SALE
127
GENERAL INFORMATION
129
INDEX OF DEFINED TERMS
G-1
5

Summary
The following constitutes a summary (the Summary) of certain essential characteristics of the transaction underlying the
issuance and offering of the Securities, the terms of the Securities, the terms of the Participation Agreement, the Contingent
Indemnity Agreement and certain other material agreements. This Summary should be read as an introduction to this Pro-
spectus. It does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Pro-
spectus. Any decision by an investor to invest in the Securities should be based on consideration of this Prospectus as a
whole. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor
might, under the national legislation of such court, have to bear the costs of translating the Prospectus before the legal
proceedings are initiated. Civil liability attaches to those persons who have tabled this Summary including any translation
thereof, and applied for its notification, but only if the Summary is misleading, inaccurate or inconsistent when read together
with the other parts of this Prospectus.
Introductory Summary of the Transaction
The following paragraphs contain a brief overview of the most significant features of the transaction (the Transaction) con-
sisting of the issuance of the Securities by the Issuer and payment of the proceeds therefrom to the Bank in consideration
for the establishment of a silent participation in the commercial enterprise of Dresdner Bank under the Participation Agree-
ment between the Issuer (in such capacity the Silent Partner) and Dresdner Bank.
The Issuer proposes to issue the 1,000,000,000 Tier 1 Capital Securities (the Securities), the proceeds of which it will
use exclusively for the purpose of establishing a silent participation in the commercial enterprise of the Bank in the form of
a Stille Gesellschaft under German law pursuant to an agreement between the Issuer and the Bank (the Participation
Agreement) providing for a capital contribution (the Silent Contribution) by the Issuer to the Bank in the amount of
1,000,000,000 (the Principal Amount).
As Silent Partner under the Participation Agreement, the Issuer will earn profit participations (Profit Participations) calcu-
lated for each fiscal year of the Bank on the basis of the Principal Amount (i) for all profit periods ending on or before
31 December 2016 at a rate of 6.932 per cent per annum and (ii) for all profit periods ending after 31 December 2016 at a
rate corresponding to the 12-months EURIBOR plus a margin of 2.58 per cent per annum (Profit Participation Pay-
ments). Each Profit Participation Payment will be payable annually in arrear on the later of (i) 30 June following the end of
the fiscal year of the Bank to which the Profit Participation relates or (ii) if on 29 June following the end of the relevant fiscal
year the annual financial statement of the Bank have not been approved (festgestellt), the Business Day (as defined below)
following such approval (each such date, a Due Date). Profit Participations for any profit period (including the first profit
period) will not accrue (i) if (and only to such extent that) there are insufficient Distributable Profits (as defined below) avail-
able to make Profit Participation Payments for the fiscal year of the Bank to which the relevant profit period relates, or (ii) if
the book value of the Silent Contribution has been written down due to previous Annual Balance Sheet Losses (as defined
below) of the Bank, or (iii) if, at any time prior to payment of such Profit Participation, an application for the institution of
insolvency proceedings over the assets of the Bank has been filed in Germany for reasons of threatened or actual illiquidity
or overindebtedness or the BaFin has made use of its powers vested by virtue of §§ 45, 46, 46a and 47 of the KWG or the
relevant successor provisions, or (iv) if the Bank's solvency ratio is below 9 per cent. on a non-consolidated or on a con-
solidated basis and to the extent that payment of such Profit Participation would lead to or increase an annual loss (Jahres-
fehlbetrag) in accordance with applicable accounting standards for the fiscal year of the Bank corresponding to the relevant
profit period. Distributable Profits are calculated, in accordance with Section 301 of the German Stock Corporation Act
(AktG), as the net profit (Jahresüberschuss) or net loss (Jahresfehlbetrag) of the Bank as shown on the Bank's audited non-
consolidated profit and loss statement for the relevant profit period, plus withdrawals from other earnings reserves, if any,
accumulated during the term of the Participation Agreement, minus any loss carried forward from previous years and minus
any amount to be allocated to the legal reserves pursuant to Section 300 AktG, all in compliance, and determined in accor-
dance, with applicable accounting standards pursuant to the Participation Agreement. Profit Participations which have not
accrued in a given profit period due to the restrictions set out above will not be paid at any later point of time.
In addition, if the Bank incurs an Annual Balance Sheet Loss (as defined below) in any fiscal year, the Silent Partner partici-
pates in such Annual Balance Sheet Loss in the proportion that the book value of the Silent Contribution bears at the end
of the relevant profit period to the aggregate book value of all those components of the Bank's regulatory liable capital (auf-
sichtsrechtliches Eigenkapital) which participate in the Bank's Annual Balance Sheet Loss (including, however, those com-
ponents of the Bank's regulatory liable capital which, due to time or size limitations, do not or do no longer qualify for regu-
latory purposes at the relevant time). Following an Annual Balance Sheet Loss, there will be a corresponding reduction in
6

the book value of the Silent Contribution in an amount equivalent to the Silent Partner's participation in such Annual Balance
Sheet Loss (each a Reduction). After a Reduction, the book value of the Silent Contribution will be replenished from any
annual net profit available in the fiscal years of the Bank following such Reduction up to its Principal Amount in future fiscal
years, provided such replenishment does not cause or increase an Annual Balance Sheet Loss in the Bank's non-consoli-
dated accounts for the relevant fiscal year.
An Annual Balance Sheet Loss is present if the annual non-consolidated balance sheet of the Bank in accordance with
the applicable accounting standards, as audited by an auditing firm which is recognised by the BaFin, does not show a
balance sheet profit for the fiscal year to which the relevant Profit Participation relates. Such balance sheet profit includes
the annual net profit or net loss, plus any profit carried forward from previous years, minus any loss carried forward from
previous years, plus transfers from capital reserves and earnings reserves, minus allocations to earnings reserves, all in
compliance with, and determined in accordance with, the applicable accounting standards and other applicable German
laws then in effect.
The Bank will not be obliged to realise hidden reserves or to make withdrawals from on-balance sheet reserves in order to
avoid an Annual Balance Sheet Loss or to create additional Distributable Profits.
The Participation Agreement is a perpetual instrument and has no fixed maturity date. Therefore, the Silent Contribution will
only be repaid to the Silent Partner after termination of the Participation Agreement by the Bank in accordance with its
terms and subject to the conditions stated therein.
The Bank's payment obligations under the Participation Agreement (i) are subordinated to the claims of all existing and
future creditors of the Bank (including holders of profit participation rights in the form of Genussrechte or Genussscheine
(§ 10(5) KWG) and other upper tier 2 capital instruments, if any, and any other subordinated debt in accordance with
§ 10(5a) KWG), (ii) rank at least pari passu with (y) all claims for the repayment of capital contributions made with respect to
existing and future silent participations in the Bank and (z) all claims against the Bank ranking or expressed to rank pari
passu with the claims referred to under (y) above, and (iii) rank senior to all claims of shareholders of the Bank in connection
with their shares in the statutory capital of the Bank, in each case as already arisen or arising in the future.
Profit Participation Payments are subject to German withholding tax (Kapitalertragsteuer) plus solidarity surcharge (Solida-
ritätszuschlag) (German Withholding Tax) to be withheld and transferred by the Bank to the German tax authorities. To
the extent such Profit Participation Payments are attributable to the Issuer as taxable profit under German tax laws, such
withholdings will be counted as a prepayment towards the German income tax owed by the Issuer. The Issuer expects that
it will be entitled to refund claims against the German tax authorities (Tax Refund Claims) in amounts by which the prepay-
ments in the form of withholdings made by the Bank exceed its actual German income tax liability. As Tax Refund Claims
only become due after the tax assessment for each year, the Issuer, on 13 July 2006, entered into a loan agreement (the
Loan Agreement) with the Bank (in such capacity, the Lender). Under the Loan Agreement, the Issuer is paid loan
advances (each an Advance) in order to fund its obligations to pay interest on the Securities. The Issuer expects to repay
the Advances with the monies that it receives as Tax Refund Claims.
Further, Allianz and the Issuer will enter into a contingent indemnity agreement (the Contingent Indemnity Agreement)
pursuant to which Allianz is obliged under certain circumstances to make payments (Contingent Indemnity Payments)
to the Issuer in respect of Coupon Payments payable in the event of Profit Participations being excluded pursuant to the
Participation Agreement as well as any additional amounts which may in such event be payable by the Issuer pursuant to
the terms and conditions of the Securities to gross up for any German Withholding Tax on payments under the Securities
(Additional Amounts). Such Contingent Indemnity Payments are subject, inter alia, to (i) there being sufficient Distributable
Profits of Allianz in the fiscal year corresponding to the profit period for which a Profit Participation is excluded and (ii) a
certain solvency condition being met in relation to Allianz. For the avoidance of doubt, Allianz will in no event be obliged to
make payments to the Issuer in respect of any repayment claim in relation to the Silent Contribution.
In addition, the Bank and the Issuer will enter into an indemnity agreement (the Indemnity Agreement), pursuant to which
the Bank is obliged to make payments (Indemnity Payments) to the Issuer in respect of German Withholding Tax on pay-
ments under the Securities. The Issuer agreed to use the Indemnity Payments to fund its obligations under the Securities to
gross up for any such tax.
Payment of principal and interest under the Securities is conditional upon receipt by the Issuer of (i) Profit Participation Pay-
ments and/or the repayment of the Silent Contribution under the Participation Agreement from the Bank, (ii) Advances from
the Lender under the Loan Agreement, (iii) payments from the Bank under the Indemnity Agreement and (iv) Allianz under
the Contingent Indemnity Agreement. Hence, payments under the Securities are linked to Profit Participation Payments (or,
as the case may be, Contingent Indemnity Payments) and the repayment of the Silent Contribution under the Participation
7

Agreement which, in turn, are each dependent on the Bank's (or, in case of the Contingent Indemnity Payments, on Allianz')
financial performance. The Issuer's obligation to make Coupon Payments and redemption payments (Redemption Pay-
ments) under the Securities is, therefore, dependent on the financial condition and results of operations of the Bank. Fur-
ther, in case of any Profit Participation being excluded pursuant to the terms of the Participation Agreement, the Issuer's
obligation to make Coupon Payments is, therefore, dependent on the financial condition and results of operations of Alli-
anz.
Pursuant to the Fiduciary Assignment Agreement between the Issuer, the Bank, the Lender, Allianz and the Security Trustee,
the Issuer will assign to the Security Trustee all of its claims against the Bank under the Participation Agreement, the Lender
under the Loan Agreement, Allianz under the Contingent Indemnity Agreement and all of its claims against the Bank for
indemnity in respect of German Withholding Tax to the Security Trustee for the benefit of the Securityholders.
The Bank intends to treat the Silent Contribution under the Participation Agreement as solo tier one capital for the purposes
of determining its compliance with consolidated and non-consolidated regulatory capital requirements. For more informa-
tion on the regulatory capital requirements applicable to the Bank, see "Regulation".
8

Summary with regard to the Issuer
The Issuer was established under the name Opal 90. GmbH on 23 May 2006 and registered with the commercial register
of the local court (Amtsgericht) in Frankfurt am Main under HRB 77249 on 29 May 2006. The Issuer changed its name to
HT1 Funding GmbH, such name change was registered with the commercial register on 7 July 2006. The Issuer was estab-
lished for an unlimited duration and has no operating history.
The share capital of the Issuer amounts to 25,000 (twenty-five thousand Euros) which consists of two shares. Sole share-
holder of the Issuer is Mourant & Co. Trustees Limited in its capacity as trustee for and on behalf of HT1 Funding GmbH
Charitable Trust, St Helier, Jersey.
The business purpose of the Issuer is, pursuant to § 2 of its articles of association dated 16 June 2006, to establish a silent
participation in the commercial enterprise of the Bank and, for this purpose, to raise capital by the issuance of debt securi-
ties and to undertake certain activities related thereto. The Issuer is further entitled to engage in any ancillary businesses
that promote the foregoing principal business purpose.
The principal activities of the Issuer correspond to the business purpose stipulated in the articles of association.
Summary with regard to the Dresdner Bank Group
Dresdner Bank, together with its subsidiaries (the Dresdner Bank Group or the Group), offers a wide range of private,
commercial and investment banking products and services for corporate, governmental and individual customers, primarily
in the European market. Based on total assets at December 31, 2005, Dresdner Bank is one of the largest banks in Ger-
many. Dresdner Bank is a wholly-owned subsidiary of Allianz AG, which together with its subsidiaries (Allianz Group), is an
international and integrated financial services provider, offering insurance, banking and asset management products and
services, with the Dresdner Bank Group representing the centre of the banking competence of the Allianz Group. Dresdner
Bank's shares are held indirectly by Allianz AG.
Dresdner Bank operates and distributes its products primarily through 959 branch offices, of which 906 are located in Ger-
many and 53 outside of Germany. Until December 31, 2005, the Group conducted its operations through four strategic
divisions: Personal Banking, Private & Business Banking, Corporate Banking and Dresdner Kleinwort Wasserstein (DrKW),
as well as the Corporate Investments and Consolidation & Adjustments segments, while the non-strategic Institutional
Restructuring Unit (IRU) was closed down effective September 30, 2005:
· Personal Banking provided personalized financial services such as payment transactions, financing, investment advice,
financial planning and insurance products.
· Private & Business Banking provided access for its worldwide clients to its range of private banking services, such as
wealth management, portfolio management, real estate investment advice and trust and estate advice, as well as busi-
ness banking advisory services to assist corporate clients in arranging their private and business finances in an inte-
grated and customized manner.
· Corporate Banking offered corporate loans, structured financing, as well as treasury, securities and insurance products,
and provided corporate customers with cash management solutions, payment services, global documentary services
and advice on occupational pension plans.
· DrKW offered corporate finance advisory services on mergers and acquisitions, divestitures, restructurings and other
strategic matters, and provided securities underwriting and market-making, securitization products and services, secu-
rities and derivatives trading, portfolio management, and other capital markets products and services.
·
IRU was closed down effective September 30, 2005 having successfully completed its mandate to free-up risk capital
through the reduction of risk-weighted assets.
· Corporate Investments comprised investment securities and land and buildings used by third parties that the Group had
no longer considered to be part of its core business following its strategic reorientation. The Group's goal is to reduce
these holdings as part of a targeted divestment process.
· Consolidation & Adjustments included income and expense items that are not assigned to Dresdner Bank's operating
divisions, or that are the result of decisions that affect the Group as a whole.
During the first half of 2006, the Group has reorganized its business.
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The newly-formed Private & Corporate Clients division will combine all banking activities formerly provided by the Personal
Banking and Private & Business Banking divisions and will also be responsible for medium-sized business and corporate
clients formerly advised by the Corporate Banking division.
The Investment Banking division will be integrated in Dresdner Bank and be managed under the commercial name "Dresd-
ner Kleinwort" going forward. It will consist of the Global Banking and Capital Markets units. Dresdner Kleinwort will support
publicly traded German and international groups as well as institutional clients. Through Dresdner Kleinwort, the Group
intends to restore capital market activities. The capital markets business plays a key role as a product development factory
for the bank as a whole, for example for structured investment products for private investors and hedging instruments for
the middle market and large groups.
Transaction processing and internal services, e. g. services in the areas of IT, human resources and transaction services, will
be bundled in a new Business Services division.
In addition, the Group established the Corporate Other segment comprising income and expense items that are not
assigned to Dresdner Bank's operating divisions, similar to the former Consolidation & Adjustments segment, as well as
certain central corporate functions such as finance, risk management, marketing & communication and internal audit. The
income and expense items in Corporate Other include, in particular, impacts from the accounting for derivative financial
instruments which do not qualify for hedge accounting, provisioning requirements for country and general risks, as well as
realized gains and losses from Dresdner Bank's non-strategic investment portfolio. As the Group's remaining non-strategic
investments are now included in the Corporate Other segment, the Group will no longer present a Corporate Investments
segment as in past years.
Summary of Risk Factors
Prospective purchasers of the Securities offered hereby should consider their current financial circumstances and invest-
ment objectives and always consult their own financial, legal and tax advisers with regard to the suitability of the Securities
in the light of their personal circumstances before acquiring the Securities.
Should one or several of these risks occur, this could lead to a material and long-term decline in the price of the
Securities or, in extreme cases, to a total loss of interest and of the capital invested by the investor.
Risk Factors Concerning the Bank and the Dresdner Bank Group
The Bank's and Dresdner Bank Group's financial position and results of operations may be materially adversely affected by
certain risk factors, including, but not limited to, the risks below (to the extent that the following risk factors refer to the
Dresdner Bank Group, such risk factors also apply to the Bank):
· Interest rate volatility may adversely affect Dresdner Bank Group's results of operations;
· Market risks could impair the value of the Group's portfolio and adversely impact its financial position and results of
operations;
· The Group has significant counterparty risk exposure;
· Changes in existing, or new, government laws and regulations, or enforcement initiatives in respect thereof, in the coun-
tries in which the Dresdner Bank Group operates may materially impact the Group and could adversely affect its busi-
ness;
· The Group's business may be negatively affected by adverse publicity, regulatory actions or litigation with respect to the
Dresdner Bank Group, other well-known companies and the financial services industry generally;
· Changes in value relative to the Euro of non-Euro zone currencies in which the Group generates revenues and incurs
expenses could adversely affect its reported earnings and cash flow;
· Protracted market declines can reduce liquidity in the markets, making it harder to sell assets and leading to material
losses for the Group;
· Even where losses are for the Dresdner Bank Group's clients' accounts, they may fail to repay it, leading to material
losses for the Group, and its reputation can be harmed;
· The Group's investment banking revenues may decline in adverse market or economic conditions;
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