Obligation Norddeutsche Landesbank 3% ( DE000DHY4895 ) en EUR

Norddeutsche Landesbank

100 % ▼

Allemagne

DE000DHY4895 ( en EUR )

3% par an ( paiement annuel )

30/01/2026

Prospectus brochure de l'obligation Norddeutsche Landesbank -Girozentrale- DE000DHY4895 en EUR 3%, échéance 30/01/2026

100 000 EUR

100 000 000 EUR

30/01/2026 ( Dans 45 jours )

Norddeutsche Landesbank ? Girozentrale (NordLB) est une banque publique allemande spécialisée dans le financement des entreprises et des projets d'infrastructure, principalement dans le nord de l'Allemagne.

L'Obligation émise par Norddeutsche Landesbank ( Allemagne ) , en EUR, avec le code ISIN DE000DHY4895, paye un coupon de 3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/01/2026

Debt Issuance Programme Prospectus
Dated 28 May 2020

This document constitutes two base prospectuses for the purposes of Art. 8(1) of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation"): (i) the base prospectus of
Deutsche Hypothekenbank (Actien-Gesellschaft) in respect of non-equity securities within the meaning of Art. 2(c) of the
Prospectus Regulation and (ii) the base prospectus of Deutsche Hypothekenbank (Actien-Gesellschaft) in respect of
Pfandbriefe as non-equity securities within the meaning of Art. 2(c) of the Prospectus Regulation (together, the "Debt Issuance
Programme Prospectus" or the "Prospectus").

Deutsche Hypothekenbank (Actien-Gesellschaft)
Hanover, Federal Republic of Germany
EUR 15,000,000,000
Debt Issuance Programme
(the "Programme")
Application has been made to the Hanover Stock Exchange and the Luxembourg Stock Exchange for Notes issued under the
Programme (the "Notes" which expression includes Pfandbriefe unless otherwise indicated) to be admitted to trading on such
stock exchanges' regulated markets or on the professional segment of the regulated market of the Luxembourg Stock Exchange
and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is
a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (as amended, "MiFID II").
Notes issued under the Programme may also be listed on further stock exchanges or may not be listed at all.

This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") of the
Grand Duchy of Luxembourg ("Luxembourg") as competent authority under the Prospectus Regulation and the Luxembourg
act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs
mobilières et portant mise en oeuvre du règlement (UE) 2017/1129 - the "Luxembourg Law"). The CSSF only approves this
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 Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.

The Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of Germany, the United
Kingdom of Great Britain and Northern Ireland, the Republic of Ireland and the Republic of Austria with a certificate of approval
attesting that the Prospectus has been drawn up in accordance with the Prospectus Regulation ("Notification"). The Issuer may
request the CSSF to provide competent authorities in additional host Member States within the European Economic Area with a
Notification. 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(4) of the Luxembourg Law.

Arranger
Commerzbank
Dealers
Bayerische Landesbank
Commerzbank
Crédit Agricole CIB
DekaBank
Deutsche Bank
Deutsche Hypo
DZ BANK AG
NORD/LB
UniCredit Bank
This Prospectus has been approved by the CSSF and will be published in electronic form on the website of the Luxembourg
Stock Exchange (www.bourse.lu) and on the website of the Issuer (www.deutsche-hypo.de/en/capital-market/debt-issuance-
programme/documents), respectively. This Prospectus replaces the Prospectus dated 17 October 2019 and is valid for a period
of 12 months after its approval. The validity ends upon expiration of 27 May 2021. There is no obligation to supplement
the Prospectus in the event of significant new factors, material mistakes or material inaccuracies when the Prospectus
is no longer valid.

2

Responsibility Statement
Deutsche Hypothekenbank (Actien-Gesellschaft), ("Deutsche Hypothekenbank", "Deutsche Hypo"
or the "Issuer" or the "Bank") with its registered office in Hanover is solely responsible for the
information given in this Prospectus and for the information which will be contained in the Final Terms
(as defined herein). The Issuer hereby declares that, the information contained in this Prospectus is, to
the best of its knowledge, in accordance with the facts and that this Prospectus makes no omission
likely to affect its import.

Notice
This Prospectus should be read and understood in conjunction with any supplement hereto and with
any document incorporated herein by reference. Full information on the Issuer and any tranche of
Notes is only available on the basis of the combination of the Prospectus and the relevant final terms
(the "Final Terms").
The Issuer has confirmed to the dealers set forth on the cover page and any additional dealer
appointed from time to time under the Programme (each a "Dealer" and together the "Dealers"), that
this Prospectus contains all information with regard to the Issuer and the Notes which is material in the
context of the Programme and the issue and offering of Notes thereunder, that the information
contained in this Prospectus with respect to the Issuer and the Notes is accurate and complete in all
material respects and is not misleading, that the opinions and intentions expressed herein are honestly
held, that there are no other facts the omission of which would make this Prospectus as a whole or
any of such information or the expression of any such opinions or intentions misleading in any material
respect and that the Issuer has made all reasonable enquiries to ascertain al facts material for the
purposes aforesaid.
No person has been authorised to give any information which is not contained in, or not consistent
with, the Prospectus or any other information supplied in connection with the Programme and, if given
or made, such information must not be relied upon as having been authorised by or on behalf of the
Issuer or any of the Dealers.
The Prospectus is valid for 12 months following after its approval and this Prospectus and any
supplement hereto as well as any Final Terms reflect the status as of their respective dates of
publication. The delivery of this Prospectus or any Final Terms and the offering, sale or delivery of any
Notes may not be taken as an implication that the information contained in such documents is
accurate and complete subsequent to their respective dates of issue or that there has been no
adverse change in the financial condition of the Issuer since such date or that any other information
supplied in connection with the Programme is accurate at any time subsequent to the date on which it
is supplied or, if different, the date indicated in the document containing the same.
The Issuer has undertaken with the Dealers to supplement the Prospectus or publish a new
Prospectus if and when the information herein should become materially inaccurate or incomplete and
has further agreed with the Dealers to furnish a supplement to the Prospectus in the case of every
significant new factor, material mistake or material inaccuracy relating to the information included in
this Prospectus which is capable of affecting the assessment of the Notes and upon approval by the
CSSF having been given in respect of Notes issued on the basis of this Prospectus.
To the extent permitted by the laws of any relevant jurisdiction, neither the Arranger nor any Dealer
nor any person mentioned in this Prospectus, excluding the Issuer, is responsible for the information
contained in this Prospectus or any supplement thereof, or any Final Terms or any document
incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any
relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and
completeness of the information contained in any of these documents.
This Prospectus should be read and understood in conjunction with any supplement hereto and with
any other documents incorporated by reference and, in relation to any Series of Notes, together with
the relevant Final Terms as defined herein.
This Prospectus and any Final Terms do not constitute an offer or an invitation by or on behalf of the
Issuer or the Dealers to subscribe for or purchase any Notes.

3
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus
or any Final Terms comes are required to inform themselves about and to observe any such
restrictions. For a description of the restrictions applicable in the United States of America, European
Economic Area in general, the United Kingdom of Great Britain and Northern Ireland ("United
Kingdom"), Japan and the Republic of Italy, see "Selling Restrictions". In particular, the Notes have
not been and wil not be registered under the United States Securities Act of 1933, as amended, and
are subject to tax law requirements of the United States of America; subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States of America or to U.S. persons.
The language of the Prospectus is English. The German versions of the English language sets of
Terms and Conditions are shown in the Prospectus for additional information. As to form and content,
and all rights and obligations of the Holders and the Issuer under the Notes to be issued, German is
the controlling legal y binding language if so specified in the relevant Final Terms.
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance"
which wil 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 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 wil 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.
If the Final Terms in respect of any Notes include a legend entitled "PROHIBITION OF SALES TO
EEA AND 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 European Economic Area ("EEA") or in the United Kingdom ("UK"). 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 2016/97/EU, where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (ii ) not a
qualified investor as defined in the Prospectus Regulation. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or sel ing the Notes or otherwise making them available to retail investors in the EEA or in the
UK has been prepared and, therefore, offering or selling the Notes or otherwise making them available
to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
Interest amounts payable under Floating Rate Notes are calculated by reference to (i) EURIBOR (Euro
Interbank Offered Rate) which is provided by the European Money Markets Institute (EMMI) or (ii)
LIBOR (London Interbank Offered Rate) which is provided by ICE Benchmark Administration Limited
(IBA). As at the date of this Prospectus, each of EMMI and IBA 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 Benchmarks Regulation (Regulation (EU) 2016/1011)
("BMR").
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing
Notes issued under the Programme is entitled to use the Prospectus as set out under "Consent to
the Use of the Prospectus" below.
This Prospectus may only be used for the purpose for which it has been published.
Neither this Prospectus 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 authorised or
to any person to whom it is unlawful to make such an offer or solicitation.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer(s) who
is(are) specified in the relevant Final Terms as the Stabilising Manager(s) (or persons acting on
its(their) behalf) may overallot Notes or effect transactions with a view to supporting the price

4
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 final terms of the offer of the relevant Tranche of Notes is
made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days
after the Issue Date 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.
The information on any website included in the Prospectus, except for the website www.bourse.lu in
the context of the documents incorporated by reference, do not form part of the Prospectus and has
not been scrutinised or approved by the CSSF.

Forward-looking Statements
This 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 "anticipate", "believe", "could",
"estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar terms and phrases,
including references and assumptions. This applies, in particular, to statements in this Prospectus
containing information on future earning capacity, plans and expectations regarding the Issuer'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 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 the Issuer's
financial condition and income position, to differ materially from and be worse than results that have
expressly or implicitly been assumed or described in these forward-looking statements. The Issuer's
business is also subject to a number of risks and uncertainties that could cause a forward-looking
statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly, investors are
strongly advised to read the following sections of this Prospectus: "Risk Factors" and "Deutsche
Hypothekenbank (Actien-Gesellschaft)". These sections include more detailed descriptions of factors
that might have an impact on the Issuer's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this 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.

5
Table of Contents

Page
General Description of the Programme .................................................................................................... 6
General
............................................................................................................................................. 6
Issue Procedures ...................................................................................................................................... 7
Risk Factors ............................................................................................................................................. 9
Risk Factors in respect of Deutsche Hypothekenbank (Actien-Gesellschaft) .......................................... 9
Risk Factors in respect of the Notes ......................................................................................................15
Documents incorporated by Reference ..................................................................................................22
Consent to the Use of the Prospectus ....................................................................................................26
Deutsche Hypothekenbank (Actien-Gesellschaft) ..................................................................................27
Terms and Conditions of the Notes (English Language Version) ..........................................................35
Option I - Terms and Conditions that apply to Notes (other than Pfandbriefe) with fixed interest
rates ...................................................................................................................................36
Option II - Terms and Conditions that apply to Notes (other than Pfandbriefe) with floating
interest rates ......................................................................................................................55
Option III - Terms and Conditions that apply to Notes (other than Pfandbriefe) with fixed to
floating interest rates ..........................................................................................................79
Option IV - Terms and Conditions that apply to Notes (other than Pfandbriefe) with floating to
fixed interest rates ............................................................................................................105
Option V - Terms and Conditions that apply to zero coupon Notes (other than Pfandbriefe) ..............131
Option VI - Terms and Conditions that apply to Pfandbriefe with fixed interest rates ..........................148
Option VII - Terms and Conditions that apply to Pfandbriefe with floating interest rates .....................159
Anleihebedingungen (German Language Version) ..............................................................................175
Option I - Anleihebedingungen für Schuldverschreibungen (die keine Pfandbriefe sind) mit fester
Verzinsung .......................................................................................................................177
Option II - Anleihebedingungen für Schuldverschreibungen (die keine Pfandbriefe sind) mit
variabler Verzinsung ........................................................................................................199
Option III - Anleihebedingungen für Schuldverschreibungen (die keine Pfandbriefe sind) mit fest-
zu variabler Verzinsung ...................................................................................................226
Option IV - Anleihebedingungen für Schuldverschreibungen (die keine Pfandbriefe sind) mit
variabler zu fester Verzinsung .........................................................................................255
Option V - Anleihebedingungen für Nullkupon-Schuldverschreibungen (die keine Pfandbriefe
sind) .................................................................................................................................284
Option VI - Anleihebedingungen für Pfandbriefe mit fester Verzinsung ...............................................303
Option VII - Anleihebedingungen für Pfandbriefe mit variabler Verzinsung .........................................314
Form of Final Terms .............................................................................................................................331
Taxation Warning .................................................................................................................................358
Selling Restrictions ...............................................................................................................................359
Pfandbriefe .........................................................................................................................................364
General Information ..............................................................................................................................368
Use of Proceeds ...................................................................................................................................368
Listing and Admission to trading ..........................................................................................................368
Authorisation .........................................................................................................................................368
Clearing Systems .................................................................................................................................368
Interests of Natural and Legal Persons Involved in the Issue/Offer .....................................................368
Names and Addresses .........................................................................................................................369

6
General Description of the Programme
I. General
Under this Programme, Deutsche Hypothekenbank may from time to time issue notes (the "Notes") to
one or more of the Dealers and any additional Dealer appointed under the Programme by the Issuer
from time to time. The maximum aggregate principal amount of the Notes outstanding under the
Programme wil not exceed EUR 15,000,000,000 (or its equivalent in any other currency). The Issuer
may increase the amount of the Programme in accordance with the terms of the Dealer Agreement
from time to time.
Notes under the Programme may be issued as unsecured obligations of the Issuer, as Mortgage
Pfandbriefe (Hypothekenpfandbriefe) or Public Pfandbriefe (Öffentliche Pfandbriefe). The Notes may
be offered to qualified and non-qualified investors, unless the applicable Final Terms include a legend
entitled "PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS".
Notes in bearer form will be issued in Tranches (each a "Tranche"), each Tranche consisting of Notes
which are identical in al respects. One or more Tranches, which are expressed to be consolidated and
forming a single series and are identical in al respects, but may have different issue dates, interest
commencement dates, issue prices and dates for first interest payments may form a series of Notes
("Series"). Further Notes may be issued as part of existing Issues.
Notes may be issued at an issue price which is at par or at a discount to, or premium over, par as
stated in the relevant Final Terms. Notes will be issued with a maturity of twelve months or more. The
Notes will be freely transferable.
The yield for Notes with fixed interest rates wil be calculated by the use of the ICMA method, which
determines the effective interest rate of notes taking into account accrued interest on a daily basis.
The Risk Factors contained in this Prospectus are limited to risks which are (i) specific to the Issuer as
well as the Notes, and (ii) are material for taking an informed investment decision. They are presented
in a limited number of categories depending on their nature. In each category the most material risk
factor is mentioned first.
Under this Prospectus a summary will only be drawn up in relation to a particular issue of Notes with a
denomination of less than EUR 100,000 (or its equivalent in other currencies). Such an issue-specific
summary wil be annexed to the applicable Final Terms.
Application has been made to the CSSF, which is the Luxembourg competent authority for the
purpose of the Prospectus Regulation for its approval of this Prospectus.
Subject to any applicable legal or regulatory restrictions, notably the Pfandbrief Act, and requirements
of relevant central banks, monetary or other authorities, Notes may be issued in Australian Dollar,
Canadian Dol ar, euro, Japanese Yen, Pound Sterling, Swiss Franc, U.S. Dollar or any other currency
agreed by the Issuer and the relevant Dealer(s).
Notes wil be issued in such denominations as may be agreed between the Issuer and the relevant
Dealer(s) and as indicated in the applicable Final Terms save that the minimum denomination of the
Notes wil be, if in euro, EUR 1,000, and, if in any currency other than euro, an amount in such other
currency nearly equivalent to EUR 1,000 at the time of the issue of the Notes. Subject to any
applicable legal or regulatory restrictions, and requirements of relevant central banks, Notes may be
issued in euro or any other currency.
Application has been made to list Notes, including Pfandbriefe, to be issued under the Programme on
the regulated market of the Hanover Stock Exchange or on the Official List of the Luxembourg Stock
Exchange and to trade Notes on the regulated market of the Luxembourg Stock Exchange or on the
professional segment of the regulated market of the Luxembourg Stock Exchange. Notes may be
listed on further stock exchanges or may not be listed at al .
Notes will be accepted for clearing through one or more Clearing Systems as specified in the
applicable Final Terms. These systems will comprise those operated by Clearstream Banking AG,
Frankfurt am Main, Clearstream Banking S.A., Luxembourg and Euroclear Bank SA/NV. If the Notes
are intended to be held in a manner, which would allow Eurosystem eligibility, the Notes wil be
deposited initially upon issue with in the case of (i) a new global note either Clearstream Banking S.A.,
Luxembourg or Euroclear Bank SA/NV as common safekeeper or, (i ) a classical global note

7
Clearstream Banking AG, Frankfurt am Main. It does not necessarily mean that the Notes will be
recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the
Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon
satisfaction of the Eurosystem eligibility criteria.
Under the Luxembourg Law prospectuses relating to money market instruments having a maturity at
issue of less than 12 months and complying also with the definition of securities are not subject to the
approval provisions of Part II of such law.
II. Issue Procedures
General
The Issuer and the relevant Dealer(s) will agree on the terms and conditions applicable to each
particular Tranche of Notes (the "Conditions"). The Conditions wil be constituted by the relevant set
of Terms and Conditions of the Notes set forth below (the "Terms and Conditions") as further
specified by the Final Terms (the "Final Terms") as described below.
Options for sets of Terms and Conditions
A separate set of Terms and Conditions applies to each type of Notes, as set forth below. The Final
Terms provide for the Issuer to choose between the following Options:
- Option I Terms and Conditions for Notes with fixed interest rates (and Option I A, Option I B,
Option I C, Option I D, Option I E, Option I F, Option I G and Option I H as defined in "Documents
incorporated by Reference");
- Option II Terms and Conditions for Notes with floating interest rates (and Option II A, Option II B,
Option II C, Option II D, Option II E, Option II F, Option II G and Option II H as defined in
"Documents incorporated by Reference");
- Option III Terms and Conditions for Notes with fixed to floating interest rates;
- Option IV Terms and Conditions for Notes with floating to fixed interest rates;
- Option V Terms and Conditions for zero coupon Notes;
- Option VI Terms and Conditions for Pfandbriefe with fixed interest rates (and Option VI A, Option
VI B, Option VI C, Option VI D, Option VI E, Option VI F, Option VI G and Option VI H as defined in
"Documents incorporated by Reference");
- Option VII Terms and Conditions for Pfandbriefe with floating interest rates (and Option VII A,
Option VII B, Option VII C, Option VII D, Option VII E and Option VII F as defined in "Documents
incorporated by Reference").
With respect to each type of Notes, the respective Option I A, Option II A, Option VI A, Option VII A,
Option I B, Option II B, Option VI B, Option VII B, Option I C, Option II C, Option VI C, Option VII C,
Option I D, Option II D, Option VI D, Option VII D, Option I E, Option II E, Option VI E, Option VII E,
Option I F, Option II F, Option VI F, Option VII F, Option I G, Option II G, Option VI G, Option I H,
Option II H and Option VI H are incorporated by reference into this Prospectus for the purpose of a
potential increase of Notes outstanding and issued under a base prospectus dated prior to the date of
this Prospectus.
Documentation of the Conditions
The Issuer may document the Conditions of an individual issue of Notes in either of the following
ways:
- The Final Terms shal be completed as set out therein. The Final Terms shal determine which of
the Option I to Option VII, including certain further options contained therein, respectively, shall be
applicable to the individual issue of Notes by replicating the relevant provisions and completing the
relevant placeholders of the relevant set of Terms and Conditions as set out in the Prospectus in
the Final Terms. The replicated and completed provisions of the set of Terms and Conditions alone
shal constitute the Conditions, which will be attached to each global note representing the Notes of
the relevant Tranche. This type of documentation of the Conditions will be required where the

8
Notes are publicly offered, in whole or in part, or are to be initial y distributed, in whole or in part, to
non-qualified investors.
- Alternatively, the Final Terms shal determine which of Option I to Option VII and of the respective
further options contained in each of Option I to Option VII are applicable to the individual issue by
referring to the relevant provisions of the relevant set of Terms and Conditions as set out in the
Prospectus only. The Final Terms will specify that the provisions of the Final Terms and the
relevant set of Terms and Conditions as set out in the Prospectus, taken together, shall constitute
the Conditions. Each global note representing a particular Tranche of Notes will have the Final
Terms and the relevant set of Terms and Conditions as set out in the Prospectus attached.
Determination of Options / Completion of Placeholders
The Final Terms shal determine which of the Option I to Option VII shal be applicable to the individual
issue of Notes. Each of the sets of Terms and Conditions of Option I to Option VII contains also certain
further options (characterised by indicating the respective optional provision through instructions and
explanatory notes set out either on the left of or in square brackets within the text of the relevant set of
Terms and Conditions as set out in the Prospectus) as wel as placeholders (characterised by square
brackets which include the relevant items) which wil be determined by the Final Terms as follows:
Determination of Options
The Issuer will determine which options will be applicable to the individual issue either by replicating
the relevant provisions in the Final Terms or by reference of the Final Terms to the respective sections
of the relevant set of Terms and Conditions as set out in the Prospectus. If the Final Terms do not
refer to an alternative or optional provision or such alternative or optional provision is not replicated
therein it shal be deemed to be deleted from the Conditions.
Completion of Placeholders
The Final Terms will specify the information with which the placeholders in the relevant set of Terms
and Conditions will be completed. In the case the provisions of the Final Terms and the relevant set of
Terms and Conditions, taken together, shal constitute the Conditions the relevant set of Terms and
Conditions shal be deemed to be completed by the information contained in the Final Terms as if such
information were inserted in the placeholders of such provisions.
All instructions and explanatory notes and text set out in square brackets in the relevant set of Terms
and Conditions and any footnotes and explanatory text in the Final Terms wil be deemed to be
deleted from the Conditions.
Controlling Language
As to the controlling language of the respective Conditions, the following applies:
- In the case of Notes (i) offered to the public, in whole or in part, in the Federal Republic of
Germany, or (ii) initially distributed, in whole or in part, to non-qualified investors in the Federal
Republic of Germany, German will be the controlling language. If, in the event of such offer to the
public or distribution to non-qualified investors, however, English is chosen as the control ing
language, a German language translation of the Conditions wil be available from the principal
offices of the Fiscal Agent and Deutsche Hypo, as specified on the back cover of this Prospectus.
- In other cases the Issuer wil elect either German or English to be the controlling language.

9

Risk Factors
The following is a description of material risks that are specific to the Issuer and/or may affect
its ability to fulfill its obligations under the Notes and that are material to the Notes issued
under the Programme in order to assess the market risk associated with these Notes.
Prospective investors should consider these risk factors before deciding whether to purchase
Notes issued under the Programme.
Prospective investors should consider all information provided in this Prospectus and consult
with their own professional advisers (including their financial, accounting, legal and tax
advisers) if they consider it necessary. In addition, investors should be aware that the risks
described may combine and thus intensify one another.
Certain of the Dealers and their affiliates have engaged, and may in the future engage, in
investment banking and/or commercial banking transactions with, and may perform services
for, the Issuer and its affiliates in the ordinary course of business.
Risk Factors in respect of Deutsche Hypothekenbank (Actien-Gesellschaft)
The risk factors regarding Deutsche Hypothekenbank are presented in the following categories
depending on their nature with the most material risk factor presented first in each category:
1. Risks related to the general business of Deutsche Hypothekenbank
2. Risks related to the banking business of Deutsche Hypothekenbank
3. Risks related to legal, regulatory and other matters of Deutsche Hypothekenbank

1.
Risks related to the general business of Deutsche Hypothekenbank

Risks related to coronavirus Sars-CoV-2 (COVID-19)
As at the date of this Prospectus, the spread of the coronavirus ("coronacrisis") has a noticeable, in
some cases significant, impact on the economic activity of many markets, some of which are
significant for Deutsche Hypothekenbank. Since 11 March 2020, the WHO has classified the spread of
the virus as a pandemic. This has also significantly increased the likelihood of further burdens on the
economy and future negative consequences for the real estate industry. As a result, there was a
noticeable deterioration in the sentiment among companies and consumers. Sharp declines in share
prices with higher volatilities were observed at times on the capital markets.
The concrete effects on the economy, individual markets and sectors cannot yet be conclusively
assessed. In view of the unfolding dynamics, forecasts are characterised by a high degree of
uncertainty. However, if the effects of the coronavirus on the economy are reflected in sustained
economic and capital market burdens and the current situation persists or worsens for a longer period
of time, this could also have a significant negative impact on the real estate markets due to vacancies
and losses in the value of commercial properties, thus leading to rising risk provisioning expenses.
There could also be a significant decrease in new business volume and portfolios in commercial real
estate financing.
Possible effects of the coronacrisis on business areas of Deutsche Hypothekenbank are being closely
monitored. It cannot be ruled out that further developments relating to the coronacrisis wil have a
considerable negative impact on the planned earnings figures for Deutsche Hypothekenbank. In such
a situation, the result from normal operations could be significantly lower in the financial year 2020 and
beyond as a result of rising risk provision expenses and burdens in net interest income. In this case,
the other key performance indicators Cost-income ratio (CIR) and Return on Equity (RoE) could
possibly also develop less favourably. In addition, there may be corresponding consequences for
regulatory capital and regulatory key figures at both the Issuer and Group levels. This could also result
in considerable liquidity risks. It cannot be ruled out that further developments in the coronacrisis may
also have a significant negative impact on the risk control parameters.

10

Risks for new business and portfolio development
This type of risk could arise as a result of changes in the economic climate. Unexpected developments
of external economic, geopolitical and industry-specific framework conditions and trends in the
international financial markets may have a significant influence on Deutsche Hypothekenbank. This
also includes market conditions, customer behaviour and technical advances.
There are risks of lower demand for real estate financing due to reduced growth in the real estate
markets, caused for example by weakening economic growth or a considerable interest rate increase.
Other uncertainties resulting from political developments are not to be excluded as they could
influence the real estate markets and hence also the new business activities of Deutsche
Hypothekenbank. An unexpectedly sharp increase in competition on the lender side is also possible,
which could have a corresponding impact on the realisable margins and new business of Deutsche
Hypothekenbank.
Changes in market conditions can cause the demand for products offered by Deutsche
Hypothekenbank to fall short of the Bank's expectations - it can disappear or be severely reduced.
Changes in customer behaviour can also lead to a loss of market share. One cause for this could be
that the Bank's reputation could have been compromised (reputation risk). Technical advances can
also give rise to risks that mean that certain of the Bank's products are no longer required, as they no
longer fulfil the current needs of the Bank's customers.
There is also the risk that the portfolio volume will not perform to the level anticipated in the Bank's
plans and expectations. This is influenced by general factors, largely affected by customer behaviour
in respect of ordinary or unscheduled repayments of loans. Furthermore, changes to underlying
conditions and the competitive situation in the commercial real estate finance market could lead to
portfolios and margins performing worse than expected. Changes to underlying external or internal
conditions could also have an impact on the Bank's funding terms.

Risks for the income development
Limited predictability of developments in the capital market portfolio constitutes a risk regarding the
result of Deutsche Hypothekenbank. Unexpected developments of external economic, geopolitical and
industry-specific framework conditions and trends in the international financial markets may have a
significant influence on the development of Deutsche Hypothekenbank's results. They could drive the
worsening of borrower creditworthiness and therefore lead to a need for higher loan loss provisions
compared to the forecast, both in the commercial real estate finance business and in the capital
market portfolio. Despite careful planning of the risk result, a trend reversal of the external framework
conditions, for example a considerable drop in real estate prices following an interest rate increase,
could lead to the deterioration of borrower creditworthiness and to an impairment of the value of the
collateral provided, and could also result in a need for additional loan loss provisions.
Weaker than planned portfolio and margin developments, resulting for instance from increased
competition or a reduction in credit demand, also bear risks regarding the financial result of Deutsche
Hypothekenbank. Furthermore, it is conceivable that the terms for funding may become more costly
and that these costs cannot be passed on within the framework of conditions, or the demand for
unsecured funding may increase. General y speaking, an early improvement in the Bank's or the
parent company's rating compared to the planning assumptions could have positive effects on funding
conditions. A deterioration of the Bank's or parent company's rating as well as longer-term uncertainty
about the Group's situation could have corresponding negative effects on the Bank's funding
opportunities and costs. Potential tensions in the financial markets could make funding measures
more difficult. A more restrictive than expected monetary policy of the relevant central banks could
increase funding costs or reduce funding opportunities as well. Risks could arise if the expected new
business volume cannot be generated in the markets at the planned margins. Increased funding costs
for Deutsche Hypothekenbank, for example due to changes to the Bank's or parent company's rating
with constant margin requirements, could restrict the volume of the planned new business and
therefore reduce the earnings base.