Obligation DB Privat- und Firmenkundenbank AG 3.625% ( DE000A1C9558 ) en EUR

DB Privat- und Firmenkundenbank AG

100.03 % ▼

Allemagne

DE000A1C9558 ( en EUR )

3.625% par an ( paiement annuel )

14/02/2021 - Obligation échue

Prospectus brochure de l'obligation DB Privat- und Firmenkundenbank AG DE000A1C9558 en EUR 3.625%, échue

1 000 EUR

1 000 000 000 EUR

L'Obligation émise par DB Privat- und Firmenkundenbank AG ( Allemagne ) , en EUR, avec le code ISIN DE000A1C9558, paye un coupon de 3.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/02/2021

Prospectus
Dated 28 January 2011

This document constitutes two base prospectuses: (i) the base prospectus of Deutsche Postbank AG
("Postbank" or the "Issuer") in respect of non-equity securities within the meaning of Art. 22 Nr. 6 (4) of
the Commission Regulation (EC) no. 809/2004 of 29 April 2004 ("Non-Equity Securities"), and (ii) the
base prospectus of Postbank in respect of Pfandbriefe (together, the "Prospectus" which term shall include
any supplements thereto published from time to time).

Deutsche Postbank AG
(incorporated as a stock corporation (Aktiengesellschaft) in the Federal Republic of Germany)

Euro 15,000,000,000
Debt Issuance Programme
for the issue of the Notes (including Pfandbriefe)
(the "Programme")

In relation to notes issued under this Programme (the "Notes", which term shall include references to
Pfandbriefe where the context so permits), application has been made to the Commission de Surveillance du
Secteur Financier (the "CSSF") of the Grand-Duchy of Luxembourg ("Luxembourg") in its capacity as
competent authority (the "Competent Authority") under the Luxembourg Act on Securities Prospectuses
(loi relative aux prospectus pour valeurs mobilières) (the "Luxembourg Act") for approval of this
Prospectus.

In order to be able to conduct a public offer in relation to certain issues of Notes, the Issuer intends to apply
for a notification pursuant to Article 19 of the Luxembourg Act for an offer of such Notes in the Federal
Republic of Germany ("Germany"), the United Kingdom, the Netherlands and the Republic of Austria.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United
States, and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be
offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. Persons (as
defined in Regulation S under the Securities Act).

Arranger
Citi

Dealers

BNP PARIBAS
Citi
Deutsche Bank
DZ BANK AG
HSBC Landesbank
Baden-Württemberg
Morgan Stanley
Deutsche Postbank AG
UBS Investment Bank
UniCredit Bank

This Prospectus and any supplement thereto will be published in electronic form on the website of the
Luxembourg Stock Exchange under "www.bourse.lu" and on the website of the Issuer under
"https:\\ir.postbank.de\dip-prospectus" and will be available free of charge at the specified office of the
Issuer.

TABLE OF CONTENTS

DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................3

SUMMARY OF THE PROSPECTUS............................................................................................................6

I.
Summary of the Risk Factors...................................................................................................................6
II. Summary of the Description of Postbank ..............................................................................................11
III. Summary of the Programme ..................................................................................................................13
IV. Summary of the Notes (including Pfandbriefe) .....................................................................................14

GERMAN TRANSLATION OF THE SUMMARY OF THE PROSPECTUS
DEUTSCHE ÜBERSETZUNG DER ZUSAMMENFASSUNG DES PROSPEKTS ..................................21

I.
Zusammenfassung der Risikofaktoren...................................................................................................21
II. Zusammenfassung der Beschreibung der Postbank...............................................................................28
III. Zusammenfassung des Programms........................................................................................................29
IV. Zusammenfassung in Bezug auf die Schuldverschreibungen (einschließlich Pfandbriefe)...................31

RISK FACTORS...........................................................................................................................................38
I.
Risk Factors regarding Postbank ...........................................................................................................38
II. Risk Factors regarding the Notes (including Pfandbriefe).....................................................................45

RESPONSIBILITY STATEMENT OF DEUTSCHE POSTBANK AG ......................................................53

IMPORTANT NOTICE ................................................................................................................................54

GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................56

TERMS AND CONDITIONS OF THE NOTES AND RELATED INFORMATION.................................57

I.
General Information applicable to the Notes (including Pfandbriefe) ..................................................58
II. Terms and Conditions of the Notes.......................................................................................................60
III. Terms and Conditions of the Pfandbriefe .............................................................................................98
IV. Form of Final Terms ...........................................................................................................................115
V. Information relating to Pfandbriefe.....................................................................................................146

TAXATION ................................................................................................................................................150

SUBSCRIPTION AND SALE ....................................................................................................................162

DESCRIPTION OF POSTBANK GROUP.................................................................................................167

GENERAL INFORMATION......................................................................................................................180

ADDRESS LIST .........................................................................................................................................183

2

DOCUMENTS INCORPORATED BY REFERENCE

The following documents shall be incorporated into this Prospectus:

Page reference
Document / Heading
in the relevant
financial report

"Postbank Konzern Geschäftsbericht 2008" containing the audited consolidated
financial statement information for the year 2008 (the "Deutsche Postbank 2008
Group Annual Report")

Konzernlagebericht
64 105
Risikobericht
75 101
Gewinn- und Verlustrechnung für die Zeit vom 1. Januar bis zum 31. Dezember 2008
107
Bilanz zum 31. Dezember 2008
108
Eigenkapitalveränderungsrechnung 109
Kapitalflussrechnung
110 111
Erläuterungen - Notes
112 171
Konsolidierte Unternehmen
115 116
Bestätigungsvermerk 172

"Postbank Konzern Geschäftsbericht 2009" containing the audited consolidated
financial statement information for the year 2009 (the "Deutsche Postbank 2009
Group Annual Report")

Konzernlagebericht der Deutschen Postbank
44 94
Risikobericht
57 89
Gesamtergebnisrechnung für die Zeit vom 1. Januar bis zum 31. Dezember 2009
95
Bilanz zum 31. Dezember 2009
96
Eigenkapitalveränderungsrechnung 97
Kapitalflussrechnung
98 99
Erläuterungen - Notes
100 163
Konsolidierte Unternehmen
103 104
Bestätigungsvermerk 164

"Postbank Konzern Zwischenbericht zum 30. September 2010" containing the
unaudited consolidated financial statement information as of 30 September 2010 (the
"Deutsche Postbank Q 3 2010 Group Report")

Zwischenlagebericht
10 33
Risikobericht
17 30
Prognosebericht
31 33
Gesamtergebnisrechnung für die Zeit vom 1. Januar bis zum 30. September 2010
36
Bilanz zum 30. September 2010
38
Eigenkapitalveränderungsrechnung 39
Verkürzte Kapitalflussrechnung
40
Erläuterungen Notes
41 59
Konsolidierte Unternehmen
45 46
Bescheinigung nach prüferischer Durchsicht
60

"Prospectus dated 20 December 2007 relating to the Euro 15,000,000,000 Debt
Issuance Programme for the issuance of Notes (including Pfandbriefe) of Deutsche
Postbank AG"

Terms and Conditions of the Notes (including Pfandbriefe)
51 134

3

"Prospectus dated 17 December 2008 relating to the Euro 15,000,000,000 Debt

Issuance Programme for the issuance of Notes (including Pfandbriefe) of Deutsche
Postbank AG"

Terms and Conditions of the Notes (including Pfandbriefe)
60 143

"Prospectus dated 17 December 2009 relating to the Euro 15,000,000,000 Debt

Issuance Programme for the issuance of Notes (including Pfandbriefe) of Deutsche
Postbank AG"

Terms and Conditions of the Notes (including Pfandbriefe)
60 144

For the avoidance of doubt, such parts of the reports of Postbank and of the prospectuses relating to the
Euro 15,000,000,000 Debt Issuance Programme for the issuance of Notes (including Pfandbriefe) of
Deutsche Postbank AG dated 20 December 2007 and 17 December 2008 and 17 December 2009, as
supplemented from time to time, which are not explicitly listed in the table above, are not incorporated by
reference into this Prospectus. Any information not listed above, but included in the documents
incorporated by reference is given for information purposes only.

Any document incorporated by reference (i.e. the annual reports and the interim report of Postbank and the
prospectuses relating to the Euro 15,000,000,000 Debt Issuance Programme for the issuance of Notes
(including Pfandbriefe) of Deutsche Postbank AG dated 20 December 2007 and 17 December 2008 and 17
December 2009, as supplemented from time to time, as specified in the table above under "Documents
Incorporated by Reference") into this Prospectus will be available for inspection at the specified office of
the Issuer, at the specified office of the Luxembourg Paying Agent, during normal business hours, as long
as any of the Notes are outstanding and on the website of the Luxembourg Stock Exchange under
"www.bourse.lu".

The following documents shall be incorporated into this Prospectus for information purposes only:

Page reference
Document / Heading
in the relevant
financial report

Deutsche Postbank 2008 Group Annual Report containing the audited
consolidated financial information for the Year 2008 (non-binding English
translation of the German language version)

Deutsche Postbank Group Management Report
64 105
Risk Report
75 101
Consolidated Income Statement for the period 1 January to 31 December 2008
107
Consolidated Balance Sheet as of 31 December 2008
108
Statement of Changes in Equity
109
Consolidated Cash Flow Statement
110 111
Notes
112 171
Consolidated Companies
115 116
Auditor's Report
172

Deutsche Postbank 2009 Group Annual Report containing the audited
consolidated financial information for the Year 2009 (non-binding English
translation of the German language version)

Deutsche Postbank Group Management Report
44 94
Risk Report
57 89
Consolidated Statement of Comprehensive Income for the period 1 January to

31 December 2009
95
Consolidated Balance Sheet as of 31 December 2009
96

4

Page reference
Document / Heading
in the relevant
financial report
Statement of Changes in Equity
97
Consolidated Cash Flow Statement
98 99
Notes
100 163
Consolidated Companies
103 104
Auditor's Report
164

"Deutsche Postbank Group Interim Report as of 30 September 2010" containing
the unaudited consolidated financial statement information as of 30 September
2010 (non-binding English translation of the German language version)

Interim Management Report
10 33
Risk Report
17 30
Report on Expected Developments
31 33
Consolidated Statement of Comprehensive Income for the period 1 January to
36
30 September 2010
Consolidated Balance Sheet as of 30 September 2010
38
Statement of Changes in Equity
39
Condensed Cash Flow Statement
40
Notes to the Interim Financial Statements
41 59
Consolidated Companies
45 46
Review report
60

5

SUMMARY OF THE PROSPECTUS

The information in this section "Summary of the Prospectus" includes a summary of each of the following
parts of this Prospectus:

I.
the Risk Factors;

II.
the description of Deutsche Postbank AG ("Postbank" or the "Issuer");

III.
the Programme; and

IV.
the Notes (including Pfandbriefe).

The following summary is a summary of the Prospectus and is taken from, and is qualified by, the
remainder of the Prospectus and, in relation to the Terms and Conditions of any particular tranche of Notes
(each a "Tranche"), the applicable Final Terms. Words and expressions defined in other parts of this
Prospectus and not otherwise defined in this "Summary of the Prospectus" shall have the same meanings in
this part of the Prospectus.

The information in this section "Summary of the Prospectus" should be read and construed as an
introduction to the Prospectus.

Prospective purchasers of Notes (including Pfandbriefe) should base any decision to invest in Notes
(including Pfandbriefe) not only on the following information but on all other information in this
Prospectus irrespective of whether it is set out in, or incorporated into, this Prospectus (as may be
supplemented from time to time).

Where a claim relating to the information contained in a securities prospectus such as this Prospectus is
brought before the court of a Member State of the European Union (each a "EU Member State" and,
together, the "EU Member States"), a plaintiff might, under the national legislation of any relevant
EU Member State, have to bear the costs of translating, to the extent necessary, this Prospectus into any
relevant language before legal proceedings are initiated.

The Issuer, and any person who has initiated or caused the translation of this summary, assumes liability for
the contents of this section "Summary of the Prospectus", including any translation thereof, but only to the
extent that this summary is misleading, inaccurate or inconsistent when read together with the other parts
of, or other information incorporated into, this Prospectus.

I.
Summary of the Risk Factors

An investment in the Notes involves certain risks relating to the Issuer and the relevant Tranche (as defined
below) of Notes (including Pfandbriefe). While all of these risk factors are contingencies which may or
may not occur, potential investors should be aware that the risks involved with investing in the Notes
(including Pfandbriefe) may (i) affect the ability of the Issuer to fulfil its obligations under Notes (including
Pfandbriefe) issued under the Programme and/or (ii) lead to a volatility and/or decrease in the market value
of the relevant Tranche of Notes (including Pfandbriefe) whereby the market value falls short of the
expectations (financial or otherwise) of an investor upon making an investment in such Notes.

Should one or several of these risks materialise, this could lead to a material decline in the price of the
Notes or, in the worst-case scenario, to a total loss of interest and the amount invested by investors.

Each prospective purchaser of Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully
consistent with its financial needs, objectives and condition, complies and is fully consistent with all
investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment
for it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.

6

A prospective purchaser may not rely on the Issuer, the Dealer(s) or any of their respective affiliates in
connection with its determination as to the legality of its acquisition of the Notes or as to the other matters
referred to above.

Prospective investors should consider two main categories of risk: 1. "Risk Factors regarding Postbank"
and 2. "Risk Factors regarding the Notes (including Pfandbriefe)", a summary of which is set out below:

1.
Summary of the Risk Factors regarding Postbank

The main risks Postbank and its consolidated subsidiaries ("Postbank Group") are exposed to are:

·
General Insolvency Risk

·
The current economic conditions and the current market environment, which are still heavily affected
by the worldwide financial markets and economic crisis, present significant challenges and a high
level of uncertainty regarding the future development

·
Postbank Group is exposed to market price risks, in particular due to changes in interest rates and
spreads and from its exposure to sovereign debt issued by countries with large fiscal deficits

·
Postbank Group is exposed to credit risks and to the risks related to impairments of real estate or other
collateral

·
Postbank Group is exposed to the collective risks of its home savings business

·
Postbank Group is exposed to risks of a possible decline in its ratings

·
Postbank Group is exposed to risks related to the availability of funding sources, increase in funding
costs and availability of sufficient liquidity

·
Postbank Group's risk management system may not be fully effective, and in particular the models
used by the Postbank Group to manage market, credit, liquidity and collective risks may not
adequately reflect these risks, especially during market crises, or may be faulty in other respects or
improperly applied (model risk)

·
Postbank Group is exposed to regulatory risks; complying with tightened regulatory capital
requirements may be challenging for Postbank and, even if Postbank complies with the regulatory
requirements, its capitalization may not correspond to market expectations or Postbank's
capitalization may lag considerably behind competitors

·
In the case of a severe financial crisis of the Issuer that involves systemic risk, the German Bank
Restructuring Act (Gesetz zur Restrukturierung und geordneten Abwicklung von Kreditinstituten)
provides for a reorganisation proceeding that may adversely affect the rights of the Holders of Notes
(except Pfandbriefe).

·
Postbank Group is exposed to operational risks (including legal risks), real estate risks, investment
risks, strategic risks and general business risks

2.
Summary of the Risk Factors regarding the Notes (including Pfandbriefe)

Currency Risk/Dual Currency Notes

A holder of a Note (each a "Holder" and, together, the "Holders") denominated in a foreign currency and a
Holder of Dual Currency Notes is exposed to the risk of changes in currency exchange rates which may
affect the yield and/or the redemption amount of such Notes.

7

Liquidity Risk

There can be no assurance that a liquid secondary market for the Notes (including Pfandbriefe) will develop
or, if it does develop, that it will continue. In an illiquid market, an investor might not be able to sell his
Notes at any time at fair market prices. The possibility to sell the Notes might additionally be restricted in
certain jurisdictions due to currency restrictions.

Risk of Early Redemption

During the term of the Notes, the Issuer may elect to redeem the Notes early (if the Issuer has the right to
redeem the Notes prior to maturity according to the Terms and Conditions of the Notes) or the Notes may
be automatically early redeemed (if an automatic early redemption is applicable, as stated in the relevant
Final Terms and if certain conditions are met). Furthermore, the Notes may be redeemed early for reasons
of taxation (if an Early Redemption for Reasons of Taxation is applicable, as stated in the relevant Final
Terms). In such circumstances, a Holder may not be able to reinvest the redemption proceeds in a
comparable security at an effective interest rate as high as that of the relevant Notes and a Holder is
exposed to the risk that due to early redemption his investment will have a lower than expected yield.
Fixed Rate Notes and Step-up/Step-down Notes

A Holder of a Fixed Rate Note or a Step-up/Step-down Note is exposed to the risk that the price of such
Note (including Pfandbriefe) falls as a result of changes in the market interest rate.

Floating Rate Notes

A Holder of a Floating Rate Note is exposed to the risk of fluctuating interest rate levels and uncertain
interest income. Fluctuating interest rate levels make it impossible to determine the yield of Floating Rate
Notes in advance.

Zero Coupon Notes

A Holder of a Zero Coupon Note is exposed to the risk that the price of such Note falls as a result of
changes in the market interest rate. Prices of Zero Coupon Notes are more volatile than prices of Fixed Rate
Notes and are likely to respond to a greater degree to market interest rate changes than interest bearing
notes with a similar maturity.

Index-linked Notes

Index-linked Notes may be issued as Index-linked Interest Notes or Index-linked Redemption Notes or a
combination of both.

Index-linked Interest Notes are debt securities which do not provide for predetermined interest payments.
Payments of interest will be made by reference to an underlying index or indices or other factors (including
changes in the price of securities or movements in exchange rates) and/or such formula as may be specified
by the Issuer and the relevant Dealer(s) (as indicated in the applicable Final Terms).

Index-linked Redemption Notes are debt securities which do not provide for a predetermined redemption
amount. Index-linked Redemption Notes are debt securities where payment of principal will be calculated
by reference to an underlying index or indices or other factors (including changes in the price of securities
or movements in exchange rates) and/or such formula as may be specified by the Issuer and the relevant
Dealer (as indicated in the applicable Final Terms).

A Holder of an Index-linked Interest Note is exposed to the risk of fluctuating interest rate levels and
uncertainty with respect to interest income and may receive no interest at all. The yield of an Index-linked
Interest Note may even be negative. A Holder of an Index-linked Redemption Note is exposed to
uncertainty with respect to the repayment amount and the risk that the yield of an Index-linked Redemption
Note may be negative. Uncertainty with respect to interest and repayment amount makes it impossible to
determine the yield of Index-linked Notes in advance. The more volatile the relevant index is, the greater is

8

the uncertainty of interest income and repayment amount.

Equity-linked Notes

Equity-linked Notes may be issued as Equity-linked Interest Notes or Equity-linked Redemption Notes or a
combination of both.

Equity-linked Interest Notes are debt securities which do not provide for predetermined interest payments.
Interest payments will depend on the market value of the underlying securities during the relevant
observation period or on the relevant observation dates. Prices of Equity-linked Interest Notes may be more
volatile than prices of, e.g., Fixed Rate Notes or Floating Rate Notes and, depending on the market value of
the underlying securities from time to time, may possibly respond to a greater degree to market interest rate
changes than other interest bearing notes with a similar maturity.

Equity-linked Redemption Notes are debt securities which do not provide for predetermined redemption
amounts. Redemption amounts will depend on the market value of the underlying securities which might be
substantially less than the issue price or, as the case may be, the purchase price invested by a Holder and
may even be zero in which case the Holder may lose his entire investment. If the underlying securities are
to be delivered instead of cash redemption, the value of such securities may also be substantially less than
the issue price or, as the case may be, the purchase price invested by the Holder.

CMS Spread-linked Notes or other Reference Rate Spread-linked Notes

The interest payable on CMS Spread-linked Notes or other Reference Rate Spread-linked Notes (except for
a possible agreed fixed rate payable to the extent provided for in the Terms and Conditions of the Notes) is
dependent on the difference between rates for swaps (in the case of CMS Spread-linked Notes) or other
reference rates (in the case of other Reference Rates Spread-linked Notes) having different terms.

Investors might expect that, during the term of the CMS Spread-linked Notes or other Reference Rate
Spread-linked Notes, (i) the interest curve will not, or only moderately, flatten out, or (ii), depending on the
structure of CMS Spread-linked Notes or other Reference Rate Spread-linked Notes, expect that the interest
curve will not steepen, as the case may be. In the event that the market does not develop as anticipated by
investors and that the difference between rates for swaps or other reference rates having different terms
decreases to a greater extent than anticipated, the interest rate payable on the CMS Spread-linked Notes or
other Reference Rates Spread-linked Notes will be below the interest level prevailing on the date of
purchase. In a worst case scenario, interest will decrease to zero. In such cases, the price of the CMS
Spread-linked Notes or other Reference Rates Spread-linked Notes will decline during their term.

CMS Spread-linked Notes or other Reference Rate Spread-linked Notes may also be issued, inter alia, as a
"Trigger Lock-In" alternative. In such case, interest payable on such Notes for a prevailing and all
following interest periods will be fixed to a fixed interest rate, if the difference between the relevant
reference values reaches a certain level. Investors should bear in mind, in such context, that they will
participate on the positive performance of the reference values up to a certain limit only.

Furthermore, CMS Spread-linked Notes or other Reference Rate Spread linked Notes or Reference Rate
linked Notes may also be issued as "Digital" alternative. In such case, interest payable may be effected at a
certain interest rate for one or more interest periods depending on the reference values or the difference of
the reference values (e.g. interest rate (x) will be paid if the difference of the reference values meets a
certain condition; if that is not the case interest (y) or no interest at all is paid).

Range Accrual Notes

The Terms and Conditions of Range Accrual Notes may provide for the interest payable (except for the
agreed fixed rate payable to the extent provided for in the Terms and Conditions of the Notes) to be
dependent on the number of days during which the reference rate specified in the Terms and Conditions of
the Notes is within a certain interest range. The interest payable on the Range Accrual Notes decreases
depending on the number of determination dates during which the reference rate remains outside the

9

interest range. No interest or hardly any interest may be payable in the event that the reference rate remains
outside the interest range throughout (an) entire interest period(s) or most of the relevant interest period(s).

The structure of Range Accrual Notes may also be combined with the structure of CMS Spread-linked or
other Reference Rate Spread-linked Notes. In such case, the relevant interest range will be determined by
the difference of the relevant reference values.

Target Interest Range Accrual Notes

The interest payable on the Target Interest Range Accrual Notes (except for the agreed fixed rate payable to
the extent provided for in the Terms and Conditions of the Notes) is dependent on the number of days
during which the reference rate specified in the Terms and Conditions of the Notes remains within a certain
interest range. The interest payable on the Target Interest Range Accrual Notes decreases depending on the
number of determination dates during which the reference rate remains outside the interest range. No
interest or hardly any interest may even be payable in the event that the reference rate remains outside the
interest range throughout one (or more) entire interest period(s) or most of the relevant interest period(s).
At the end of the term of the Target Interest Range Accrual Notes, investors may be paid a total interest at
the rate of the target interest, if so provided for in the Terms and Conditions of the Notes.

If, prior to the regular end of the term of the Target Interest Range Accrual Notes, a rate of interest is
achieved which equals the target interest, the Target Interest Range Accrual Notes will automatically be
redeemed early. Hence, investors will be paid interest at the rate of the target interest at most.

Target Interest Notes

The automatic redemption feature of Target Interest Notes (which, typically, is triggered if and when a
certain pre-defined amount of total interest payments has been met prior to the scheduled maturity of the
Notes) may limit their market value. Furthermore, an investor may not be able to reinvest the redemption
proceeds at an effective interest rate as high as the interest rate on the Target Interest Notes.

General Risks in respect of Structured Notes

An investment in Notes the premium and/or the interest on, or principal of, which is determined by
reference to one or more values of currencies, interest rates or other indices or formulae, i.e. directly or
inversely, may entail significant risks not associated with similar investments in a conventional debt
security, including the risks that the resulting interest rate will be less than that payable on a conventional
debt security at the same time and/or that an investor could lose all or a substantial portion of the principal
of its Notes. Specific risk factors relating to such structured Notes will be set out in the relevant Final
Terms (or in a supplement to this Prospectus, if legally required) unless specified in this Prospectus.

Subordinated Notes

In the event of insolvency proceedings or a liquidation of, or against, the Issuer, such payment claims from
Subordinated Notes will be subordinated to the claims of all unsubordinated creditors of the Issuer so that
in any such event no amounts will be payable under such obligations until the claims of all unsubordinated
creditors of the Issuer will have been satisfied in full.

No Deposit Protection

The Notes are neither protected by the Deposit Protection Fund of the Association of German Banks
(Einlagensicherungsfonds des Bundesverbandes deutscher Banken e.V.) nor by the German Deposit
Guarantee and Investor Compensation Act (Einlagensicherungs- und Anlegerentschädigungsgesetz).

Taxation

Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or
other documentary charges or duties in accordance with the laws and practices of the country where the

10