Obligation Deutsche Wohnungs SE 1.3% ( DE000A3H25Q2 ) en EUR

Société émettrice Deutsche Wohnungs SE
Prix sur le marché 100 %  ⇌ 
Pays  Allemagne
Code ISIN  DE000A3H25Q2 ( en EUR )
Coupon 1.3% par an ( paiement annuel )
Echéance 07/04/2041 - Obligation échue



Prospectus brochure de l'obligation Deutsche Wohnen SE DE000A3H25Q2 en EUR 1.3%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Deutsche Wohnen SE est une société immobilière cotée en bourse, principalement active dans le secteur de la location de logements résidentiels en Allemagne.

L'Obligation émise par Deutsche Wohnungs SE ( Allemagne ) , en EUR, avec le code ISIN DE000A3H25Q2, paye un coupon de 1.3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/04/2041








This document constitutes a base prospectus for the purposes of Article. 8(1) of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation") relating to issues of
non-equity securities ("Non-Equity Securities") within the meaning of Article 2(c) of the Prospectus Regulation
under the Programme (as defined below) by Deutsche Wohnen SE.

Deutsche Wohnen SE
(incorporated in Germany as a European stock corporation)
10,000,000,000 Debt Issuance Programme
Under this base prospectus (together with any documents incorporated by reference therein, the "Base
Prospectus") Deutsche Wohnen SE, Berlin, Germany (the "Issuer" or the "Company", and together with its fully
consolidated subsidiaries from time to time, the "Group", "Deutsche Wohnen" or "Deutsche Wohnen Group"),
subject to compliance with all relevant laws, regulations and directives, may from time to time issue unsubordinated
bearer notes in a minimum denomination of 100,000.00 per Note (together the "Notes"). The aggregate principal
amount of Notes issued under the Debt Issuance Programme described in this Base Prospectus (the "Programme")
outstanding will not at any time exceed 10,000,000,000 (or the equivalent in other currencies).
The principal amount of the Notes, the issue currency, the interest payable in respect of the Notes, the issue
prices and maturities of the Notes and all other terms and conditions which are applicable to a particular Series and, if
applicable, Tranche of Notes (each term as defined below, see "1 General description of the Programme") will be set
out in the document containing the final terms (each "Final Terms") within the meaning of Article 8(4) of the Prospectus
Regulation.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and are being offered and sold in transactions outside the United States of America ("United States")
to non-U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S
under the Securities Act.
Prospective investors should be aware that an investment in the Notes involves risks and that if certain
risks, in particular those described under "Risk Factors", occur, the investors may lose all or a very
substantial part of their investment.
Investors should make their own assessment as to the suitability of investing in the Notes.
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier
(the "CSSF") as competent authority under the Prospectus Regulation. The CSSF only approves this Base Prospectus
as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation.
Such approval should not be considered as an endorsement of the Issuer or of the quality of the Notes that are the subject
of this Base Prospectus. By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial
soundness of the operation or the quality or solvency of the Issuer pursuant to Article 6 para. 4 of the Loi relative aux
prospectus pour valeurs mobilières.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be
listed on the official list of the Luxembourg Stock Exchange (Bourse de Luxembourg) and to be admitted to trading on
the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg). The regulated market of the
Luxembourg Stock Exchange (Bourse de Luxembourg) is a regulated market for the purposes of Directive 2014/65/EU
of the European Parliament and of the Council of May 15, 2014 on markets in financial instruments, as amended.
However, Notes may be listed on any other stock exchange or may be unlisted as specified in the relevant Final Terms.

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This Base Prospectus and any supplement to this Base Prospectus will be published in electronic form together
with all documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu) and
on the website of the Group (www.deutsche-wohnen.com) under the "Investor Relations" section. This Base Prospectus
is valid for a period of twelve months after its approval. The validity ends upon expiration of March 25, 2022.
The obligation to supplement this Base Prospectus in the event of significant new factors, material mistakes or
material inaccuracies does not apply when this Base Prospectus is no longer valid.
This Base Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy Notes in any
jurisdiction where such offer or solicitation would be unlawful. The Notes are subject to U.S. tax law requirements and
may, subject to certain exceptions, not be offered, sold or delivered within the United States or to U.S. persons. For a
further description of certain restrictions on the offering and sale of Notes, see "8.2 Selling Restrictions" below.
Arranger

Deutsche Bank


Dealers
BNP Paribas
Deutsche Bank
Goldman Sachs Bank
Europe SE




J.P. Morgan
UBS Investment Bank
UniCredit Bank

The date of this Base Prospectus is March 25, 2021

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RESPONSIBILITY STATEMENT
The Issuer is solely responsible for the information given in, and incorporated by reference into,
this Base Prospectus and for the information which will be contained in the Final Terms. The Issuer
hereby declares that the information which is contained in this Base Prospectus for which it is
responsible, is, to the best of its knowledge, in accordance with the facts and contains no omission likely
to affect its import. This Base Prospectus should be read and understood in conjunction with all
information incorporated herein by reference.
NOTICE
This Base Prospectus should be read and construed with any supplement hereto and any other
information incorporated by reference. Full information on the Issuer and any Tranche of Notes is only
available on the basis of the combination of the Base Prospectus, any supplement thereto and the
relevant Final Terms.
The information contained in this Base Prospectus has been provided by the Issuer and the other
sources identified herein. To the fullest extent permitted by law, no representation or warranty is made
or implied by the the Arranger or any Dealer (each as defined in "1 General Description of the
Programme"), or any of their respective affiliates, and neither the Arranger, any Dealer nor any of their
respective affiliates make any representation or warranty or accept any responsibility, as to the accuracy
or completeness of the information contained in this Base Prospectus, or any supplement hereto, or any
Final Terms or any other document incorporated herein by reference, for any statement purported to be
made by or on behalf of the Arranger or the Dealers. Investors in the Notes must solely rely on the
information contained in this Base Prospectus, any supplement hereto and the relevant Final Terms.
No person has been authorized to provide any information or to make any representation
concerning Deutsche Wohnen or the Notes (other than as contained in this Base Prospectus) and, if
provided or made, any such information or representation should not be relied upon as having been
authorized by Deutsche Wohnen, the Arranger, any Dealer, or their respective affiliates. In making an
investment decision, investors must rely on their own examination of the Issuer, Deutsche Wohnen, and
the terms of the offering, including the merits and risks involved. Any decision to purchase Notes must
solely be based on this Base Prospectus any supplement hereto and the relevant Final Terms.
The Issuer has confirmed to the Arranger and the Dealers that this Base Prospectus is true and
accurate in all material respects and is not misleading; that any opinions and intentions expressed herein
are honestly held and based on reasonable assumptions; that there are no other facts with respect to the
Issuer, the omission of which would make this Base Prospectus as a whole or any statement herein or
opinions or intentions expressed herein misleading in any material respect; and that all reasonable
enquiries have been made to verify the foregoing.
To the fullest extent permitted by law, neither the Arranger nor any Dealer accept any
responsibility for the contents of this Base Prospectus or for any other statements made or purported to
be made by the Arranger or any Dealer or on its behalf in connection with the Issuer or the Notes.
Accordingly, the Arranger and the Dealers disclaim all and any liability whether arising in tort or
contract or otherwise which it might otherwise have in respect of this Base Prospectus or any such
statement.
The Arranger and the Dealers are acting exclusively for the Issuer and no other person in
connection with the offering of the Notes. They will not regard any other person (whether or not a
recipient of this document) as their client in relation to the offering of the Notes and will not be
responsible to anyone other than the Issuer for providing the protections afforded to their respective
clients or for giving advice in relation to the offering or any transaction or arrangement referred to
herein.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of Notes shall, in
any circumstances, create any implication that the information contained in this Base Prospectus is true

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subsequent to the date upon which this Base Prospectus has been published or most recently amended
or supplemented, or that there has been no adverse change in the financial position of the Issuer after
the date hereof or, as the case may be, the date upon which this Base Prospectus has been most recently
supplemented or the balance sheet date of the most recent financial statements which are deemed to be
incorporated into this Base Prospectus by reference or that any other information supplied in connection
with the Programme is correct as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
None of the Issuer, the Arranger or the Dealers, or any of their respective representatives, is
making any representation to any offeree or purchaser of Notes regarding the legality of an investment
in the Notes by such offeree or purchaser under the laws applicable to such offeree or purchaser.
Prospective investors should not construe anything in this Base Prospectus as legal, tax, business or
financial advice. Each investor should consult with his or her own advisors as to the legal, tax, business,
financial and related aspects of purchases of Notes.
The Notes have not been and will not be registered under the Securities Act and are subject to
U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered
within the United States or to U.S. persons; see "8.2 Selling Restrictions".
Neither this Base Prospectus nor any supplement(s) hereto nor any Final Terms may be used
for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation
is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
Neither this Base Prospectus nor any supplement(s) thereto nor any Final Terms constitute an
offer or an invitation to subscribe for or purchase any Notes and should not be considered as a
recommendation by the Issuer or any Dealer that any recipient of this Base Prospectus or any Final
Terms should subscribe for, or purchase, any Notes. Each recipient of this Base Prospectus or any Final
Terms shall be taken to have made its own investigation and appraisal of the condition (financial or
otherwise) of the Issuer.
The language of this Base Prospectus except for the form of terms and conditions of the Notes
(the "Terms and Conditions") is English. Deutsche Wohnen SE's consolidated financial statements as
of and for the years ended December 31, 2020 and 2019, referred to in the section "11 Documents
Incorporated By Reference" are translations of the German-language consolidated financial statements.
The independent auditor's reports referred to in the section "11 Documents Incorporated By
Reference" are translations of the German-language independent auditor's reports issued on the
German-language combined management reports and consolidated financial statements and refer to the
combined management reports and consolidated financial statements as a whole. The binding language
of the terms and conditions of each Series of Notes will be specified in the respective Final Terms.
Where a claim relating to the information contained in this Base Prospectus and any supplement
thereto is brought before a court, the plaintiff investor might, under national law, have to bear the costs
of translating the Base Prospectus and any supplement hereto before the legal proceedings are initiated.
This Base Prospectus and any supplement thereto and any Final Terms reflect the status as of
their respective dates of publications.
The information on any website referred to in this Base Prospectus does not form part of the
Base Prospectus and has not been scrutinized or approved by the CSSF unless that information is
incorporated by reference into the Base Prospectus.
MIFID II product governance / Professional investors and ECPs only target market
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Notes and which channels
for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for

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undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the
MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product
Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes,
but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MiFID Product Governance Rules.
UK MiFIR product governance / Target market
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Notes and which channels
for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the
UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in
respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective
affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
PRIIPs Regulation / Prohibition of sales to EEA retail investors
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive
(EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, where
such a Prohibition of Sales to EEA Retail Investors is included in the Final Terms, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling such Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
This Base Prospectus contains assessments of market data and information derived therefrom
which could not be obtained from any independent sources. Such information is based on the Issuer's
own internal assessments and may therefore deviate from the assessments of competitors of Deutsche
Wohnen or future statistics by independent sources. As regards the market positions of Deutsche
Wohnen, Deutsche Wohnen's own estimations are mainly based on company data which is either
derived from information by competitors or from data provided by independent research companies.
UK PRIIPs Regulation / Prohibition of sales to UK retail investors
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to UK
Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the United Kingdom
("UK"). For the purposes of this provision the expression "retail investor" means a person who is one
(or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU)
No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and
Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of

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the EUWA. Where such a Prohibition of Sales to UK Retail Investors is included in the Final Terms,
no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic
law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the UK has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
Canadian Investors
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal
that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject
to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Base Prospectus (including any amendment thereto) contains
a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser
within the time limit prescribed by the securities legislation of the purchaser's province or territory. The
purchaser should refer to any applicable provisions of the securities legislation of the purchaser's
province or territory for particulars of these rights or consult with a legal advisor.
If applicable, pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the
government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting
Conflicts (NI 33-105), the Dealers are not required to comply with the disclosure requirements of NI
33-105 regarding underwriter conflicts of interest in connection with any such offering.
Notification under Section 309B(1) of the Securities and Futures Act (Chapter 289) of Singapore
(the "SFA")
Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be
issued under the Programme shall be prescribed capital markets products (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as
defined in the Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12: Notice on the Sale
of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
BENCHMARK REGULATION / STATEMENT IN RELATION TO ADMINISTRATOR'S
REGISTRATION
Interest amounts payable under floating rate notes issued under this Programme are calculated
by reference to the EURIBOR (Euro Interbank Offered Rate) which is provided by the European Money
Markets Institute (EMMI). As at the date of this Base Prospectus, EMMI appears on the register of
administrators and benchmarks established and maintained by the European Securities and Markets
Authority (ESMA) pursuant to Article 36 of the Regulation (EU) 2016/1011 of the European Parliament
and of the Council of 8 June 2016, as amended (the "Benchmark Regulation").
STABILISATION
In connection with the issue of any Tranche (as defined in "1 General Description of the
Programme") of Notes under the Programme, the Dealer or Dealers (if any) named as stabilising
manager(s) in the applicable Final Terms (or persons acting on behalf of a stabilising manager) may
over-allot Notes or effect transactions with a view to supporting the price of the Notes at a level higher
than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of
the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end

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no later than the earlier of 30 days after the Issue Date of the relevant Tranche of Notes and 60 days
after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-
allotment must be conducted by the relevant stabilising manager(s) (or person(s) acting on behalf of
any stabilising manager(s)) in accordance with all applicable laws and rules.
FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain forward-looking statements. A forward-looking
statement is a statement that does not relate to historical facts and events. They are based on analyses
or 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 "anticipates",
"believes", "estimates", "expects", "intends", "may, ""plans", "predicts", "projects", "targets" and
similar terms and phrases, including references and assumptions. This applies, in particular, to
statements in this Base Prospectus containing information on future earning capacity, plans and
expectations regarding Deutsche Wohnen's business and management, its growth and profitability, and
general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Base Prospectus are based on current estimates and
assumptions that the Issuer makes to the best of its present knowledge. These forward-looking
statements are subject to risks, uncertainties and other factors which could cause actual results,
including Deutsche Wohnen's financial condition and results of operations, to differ materially from
and be worse than results that have expressly or implicitly been assumed or described in these forward-
looking statements. Deutsche Wohnen's business is also subject to a number of risks and uncertainties
that could cause actual developments to differ from the forward-looking statements, estimates or
predictions in this Base Prospectus. Accordingly, investors are strongly advised to read the sections
"2 Risk Factors" and "6 Description of the Issuer" as well as the information on the Deutsche Wohnen
Group incorporated by reference herein as described in the section "11 Documents Incorporated By
Reference", because these include more detailed descriptions of factors that might have an impact on
Deutsche Wohnen's business and the markets in which it operates. In light of these risks, uncertainties
and assumptions, future events described in this Base Prospectus may not occur. In addition, neither the
Issuer nor the Dealers assume any obligation, except as required by law, to update any forward-looking
statement or to conform these forward-looking statements to actual events or developments.
SOURCES OF MARKET DATA
To the extent not otherwise indicated, the information contained in this Base Prospectus on the
market environment, market developments, growth rates, market trends and competition in the markets
in which Deutsche Wohnen operates are based on the Issuer's assessments. These assessments, in turn,
are based in part on internal observations of the market and on various market studies.
Irrespective of the assumption of responsibility for the content of this Base Prospectus by the
Issuer, the Issuer has not independently verified the figures, market data or other information on which
third parties have based their studies. Accordingly, the Issuer makes no representation or warranty as
to the accuracy of any such information from third-party studies included or incorporated by reference
in this Base Prospectus. Prospective investors should note that the Issuer's own estimates and statements
of opinion and belief are not always based on studies of third parties.

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TABLE OF CONTENTS
Section
Page
1
GENERAL DESCRIPTION OF THE PROGRAMME ...................................................... 1
1.1
General ......................................................................................................................................1
1.2
Prospectus .................................................................................................................................1
1.3
Issue of Notes ............................................................................................................................1
1.4
Distribution of Notes .................................................................................................................2
1.5
Listing of Notes and Admission to Trading ..............................................................................2
2
RISK FACTORS ..................................................................................................................... 3
2.1
Risks relating to the Issuer and the Group ................................................................................3
2.2
Risks Relating to the Notes .....................................................................................................25
3
ISSUE PROCEDURES......................................................................................................... 33
3.1
General ....................................................................................................................................33
3.2
Options for sets of Terms and Conditions...............................................................................33
3.3
Documentation of the Conditions ...........................................................................................33
3.4
Determination of Options / Completion of Placeholders ........................................................33
4
TERMS AND CONDITIONS OF THE NOTES ................................................................ 35
5
FORM OF FINAL TERMS ............................................................................................... 167
6
DESCRIPTION OF THE ISSUER.................................................................................... 186
6.1
General Information on Deutsche Wohnen SE and the Deutsche Wohnen Group ...............186
6.2
Principal Activities of the Issuer ...........................................................................................187
6.3
Key Indicators .......................................................................................................................196
6.4
Capital Structure ...................................................................................................................199
6.5
Litigation ...............................................................................................................................201
6.6
Material Agreements .............................................................................................................201
6.7
Management and Supervision ...............................................................................................205
6.8
Recent Developments ...........................................................................................................207
6.9
Trend Information and No Adverse Change .........................................................................207
7
USE OF PROCEEDS.......................................................................................................... 208
8
SUBSCRIPTION AND SALE ............................................................................................ 209
8.1
Subscription ..........................................................................................................................209
8.2
Selling Restrictions ...............................................................................................................209
9
TAXATION WARNING .................................................................................................... 212
10
GENERAL INFORMATION ............................................................................................ 213
10.1 Supplements to this Base Prospectus ....................................................................................213
10.2 Authorization ........................................................................................................................213
10.3 Clearing Systems...................................................................................................................213
10.4 Legal Entity Identifier ...........................................................................................................214
10.5 Ratings of the Issuer ..............................................................................................................214
10.6 Documents Available ............................................................................................................214
11
DOCUMENTS INCORPORATED BY REFERENCE ................................................... 215
11.1 Audited consolidated financial statements of Deutsche Wohnen SE as of and for the year
ended December 31, 2020 (IFRS) .........................................................................................215

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11.2 Audited consolidated financial statements of Deutsche Wohnen SE as of and for the year
ended December 31, 2019 (IFRS) .........................................................................................215

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1
GENERAL DESCRIPTION OF THE PROGRAMME
1.1
General
Under the Programme , Deutsche Wohnen, subject to compliance with all relevant laws,
regulations and directives, may from time to time issue Notes to one or more of the following Dealers:
BNP Paribas, Deutsche Bank Aktiengesellschaft , Goldman Sachs Bank Europe SE, J.P. Morgan AG,
UBS AG, London Branch and UniCredit Bank AG and any additional Dealer appointed under the
Programme from time to time by the Issuer which appointment may be for a specific issue or on an
ongoing basis (together, the "Dealers").
Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Federal Republic of Germany]
("Deutsche Bank") is acting as arranger in respect of the Programme (the "Arranger").
Deutsche Bank will also act as fiscal agent (the "Fiscal Agent") and paying agent (the "Paying
Agent").
The aggregate principal amount of the Notes outstanding at any one time under the Programme
will not exceed 10,000,000,000 (or its equivalent in any other currency) (the "Programme Amount").
The Issuer may increase the Programme Amount in accordance with the terms of the Dealer Agreement
(as defined herein) from time to time.
1.2
Prospectus
Notes issued under the Programme may be issued either: (1) pursuant to this Base Prospectus
and associated Final Terms; or (2) pursuant to a Specific Prospectus (as defined below); or (3) in relation
to Notes not admitted to trading on a regulated market of any member state of the EEA, in such form as
agreed between the Issuer, the relevant Dealer(s) and, if relevant for the Fiscal Agent, the Fiscal Agent.
"Specific Prospectus" means any prospectus prepared by the Issuer in relation to Notes issued
under the Programme and having terms not contemplated by this Base Prospectus as Option I or
Option II, which may incorporate by reference certain parts of this Base Prospectus and which
constitutes a prospectus for the purposes of Article 6 para. 3 of the Prospectus Regulation, including any
documents which are from time to time incorporated by reference in the Specific Prospectus, as such
Specific Prospectus is amended, supplemented or replaced from time to time.
1.3
Issue of Notes
Notes may be issued on a continuing basis to one or more of the Dealers.
The Notes issued under this Base Prospectus will be issued as fixed rate (the "Fixed Rate
Notes") or floating rate notes (the "Floating Rate Notes").
Notes will be issued in series (each a "Series") having one or more issue dates and on terms
otherwise identical (or identical other than in respect of the first payment of interest), the Notes of each
Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued
in tranches (each a "Tranche") on the same or different issue dates. The specific terms of each Tranche
(which will be completed, where necessary, with the relevant Terms and Conditions and, save in respect
of the issue date, issue price, first payment of interest and nominal amount of the Tranche, will be
identical to the terms of other Tranches of the same Series) will be completed in the Final Terms.
Notes of any Tranche may be issued at a price (the "Issue Price") equal to their principal amount
or at a discount or premium to their principal amount. The Issue Price for the Notes of any Tranche
issued on a syndicated basis will be determined at the time of pricing on the basis of a yield which will
be determined on the basis of the orders of the investors which are received by the Dealers during the
placement of such Notes. Orders will specify a minimum yield and may only be confirmed at or above
such yield. The resulting yield will be used to determine the Issue Price.

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