Obligation FMS Vermögensverwaltung 0.01% ( US30254WAK53 ) en USD

FMS Vermögensverwaltung

100 % ▼

Allemagne

US30254WAK53 ( en USD )

0.01% par an ( paiement semestriel )

16/08/2019 - Obligation échue

Prospectus brochure de l'obligation Fms Wertmanagement US30254WAK53 en USD 0.01%, échue

200 000 USD

2 000 000 000 USD

30254WAK5

FMS Wertmanagement est une société de gestion d'actifs spécialisée dans l'investissement dans les infrastructures et les énergies renouvelables, proposant des solutions d'investissement aux investisseurs institutionnels et privés.

L'Obligation émise par FMS Vermögensverwaltung ( Allemagne ) , en USD, avec le code ISIN US30254WAK53, paye un coupon de 0.01% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/08/2019

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424B5 1 d241765d424b5.htm 424B5
Table of Contents
PROSPECTUS SUPPLEMENT
Filed Pursuant to Rule 424(b)(5)
(To prospectus dated August 20, 2014)

Registration Statement No. 333-198118
FMS WERTMANAGEMENT
$2,000,000,000
1.000% Notes due August 16, 2019
FMS Wertmanagement ("FMS-WM"), will pay interest on the 1.000% Notes due August 16, 2019 (the "Notes") in two semi-annual
installments on February 16 and August 16 of each year. Interest will accrue on the Notes from and including August 17, 2016, and the first interest
payment date will be February 16, 2017. The Notes will mature on August 16, 2019. The Notes will not be redeemable at any time prior to
maturity. There is no sinking fund for the Notes.

FMS-WM has applied for the Notes to be admitted for listing and trading on the Euro MTF Market of the Luxembourg Stock Exchange.

Pursuant to the German Financial Market Stabilization Fund Act (Finanzmarktstabilisierungsfondsgesetz, "FMStFG"), the Notes issued by
FMS-WM will benefit from a statutory guarantee by the German Financial Market Stabilization Fund (Finanzmarktstabilisierungsfonds,
"SoFFin"). The Federal Republic of Germany (the "Federal Republic") is, in turn, directly liable for all of SoFFin's obligations. See
"Responsibility of the Federal Republic for FMS-WM" in the accompanying prospectus.

PRICE 99.677% AND ACCRUED INTEREST

Underwriting
Price to
Discounts
Proceeds to

Public(1)

And Commissions(2)

FMS-WM(1)(3)
Per Note

99.677%

0.100%

99.577%
Total

$1,993,540,000
$
2,000,000
$1,991,540,000

(1)
Plus accrued interest, if any, from August 17, 2016, if settlement occurs after that date.
(2)
FMS-WM has agreed to indemnify the Underwriters (as defined herein) against certain liabilities, including liabilities under the Securities
Act of 1933, as amended.
(3)
Before deducting expenses related to the offering.

Neither the Securities and Exchange Commission, any state securities commission, the Luxembourg Stock Exchange nor any foreign
governmental agency has approved or disapproved of these securities or determined whether this prospectus supplement or the
accompanying prospectus is accurate and complete. Any representation to the contrary is a criminal offense.
The Underwriters expect to deliver the Notes to purchasers in book-entry form only through The Depository Trust Company
("DTC") and through the facilities of other clearing systems that participate in DTC, including Clearstream Banking, société anonyme,
Luxembourg and Euroclear Bank SA/NV on August 17, 2016.
This prospectus supplement may only be used for the purposes for which it has been published.

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BofA Merrill Lynch

Citigroup

J.P. Morgan

RBC Capital Markets

Prospectus Supplement dated August 10, 2016.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

WHERE YOU CAN FIND MORE INFORMATION
S-4
RECENT DEVELOPMENTS
S-5
SUMMARY OF THE OFFERING
S-8
USE OF PROCEEDS
S-10
DESCRIPTION OF THE NOTES
S-11
ADDITIONAL INFORMATION ON GERMAN TAXATION
S-14
CAPITALIZATION AND INDEBTEDNESS
S-15
UNDERWRITING
S-16
VALIDITY OF THE NOTES
S-19
GENERAL INFORMATION
S-20
Prospectus

ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS

1
WHERE YOU CAN FIND MORE INFORMATION

1
PRESENTATION OF FINANCIAL INFORMATION

2
FMS-WM

3
Overview

3
Creation and Legal Status

3
Relationship with the Federal Republic of Germany

4
USE OF PROCEEDS

6
DESCRIPTION OF SECURITIES

7
General

7
Fiscal Agent

7
No Payment of Additional Amounts

8
Ranking

8
Negative Pledge

8
Termination for Default

8
Notices

8
Amendments (Collective Action Clause)

8
Jurisdiction

9
Governing Law

9
CLEARING AND SETTLEMENT

10
Certification and Custody

10
Payments

10
Transfers

11
The Clearing Systems

11
Global Clearing and Settlement Procedures

13
RESPONSIBILITY OF THE FEDERAL REPUBLIC FOR FMS-WM

15
Guarantee

15
Liquidity Support and Loss Compensation Obligations

15
DEBT RECORD

16
TAXATION

17
United States Taxation

17
German Taxation

29
PLAN OF DISTRIBUTION

32
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VALIDITY OF THE SECURITIES

33
AUTHORIZED REPRESENTATIVE

34
OFFICIAL STATEMENTS AND DOCUMENTS

34
LIMITATIONS ON ACTIONS AGAINST THE FEDERAL REPUBLIC

34
ENFORCEMENT OF CIVIL LIABILITIES

34

S-2
Table of Contents
This prospectus supplement should be read together with the accompanying prospectus dated August 20, 2014, and the documents
incorporated herein by reference (see "Where You Can Find More Information" in this prospectus supplement). These documents taken together
are herein referred to as the "disclosure document." The documents incorporated herein by reference contain information regarding FMS-WM and
other matters. Further information concerning FMS-WM and the Notes offered hereby may be found in the registration statement (Registration
No. 333-198118) filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933 relating to our debt securities
described in the prospectus.
If the information in this prospectus supplement differs from the information contained in the accompanying prospectus, you should rely on
the information in this prospectus supplement. If a capitalized term is used in this prospectus supplement and not defined, it is defined in the
accompanying prospectus and has the same meaning herein.
You should rely only on the information provided in the disclosure document. We have not, and the Underwriters have not, authorized
anyone else to provide you with different information. We are not, and the Underwriters are not, making an offer of these securities in any
jurisdiction where the offer is not permitted.
The distribution of this disclosure document, and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into
whose possession this disclosure document comes should inform themselves about and observe any such restrictions. This disclosure document
does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation
is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make
such offer or solicitation. See "Underwriting."
FMS-WM accepts full responsibility for the accuracy of the information contained in the disclosure document and confirms, having made all
reasonable inquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein
misleading in any material respect. FMS-WM has not, and the Underwriters have not, authorized anyone to give you any other information, and
FMS-WM takes, and the Underwriters take, no responsibility for any other information that others may give you. You should not assume that the
information contained in this disclosure document is accurate as of any date other than the date on the front of each document forming part of the
disclosure document, or, with respect to information incorporated by reference, as of the date of such information.
This disclosure document constitutes a single prospectus for purposes of Luxembourg law on prospectus securities dated July 10, 2005, as
amended. Inquiries regarding our listing status on the Luxembourg Stock Exchange should be directed to our Luxembourg listing agent, The Bank
of New York Mellon (Luxembourg) S.A., Vertigo Building Polaris, 2-4 rue Eugène Ruppert, L-2453 Luxembourg, Luxembourg.
This prospectus supplement and the accompanying prospectus will be published on the website of the Luxembourg Stock Exchange at
http://www.bourse.lu.

References herein to "euro", "EUR" or "" are to the single European currency adopted by certain participating member countries of the
European Union, as of January 1, 1999. References to "U.S. dollars," "USD" or "$" are to United States dollars.
References herein to "we" or "us" or similar expressions are to FMS-WM.

S-3
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
The registration statement on Schedule B filed by FMS-WM (Registration No. 333-198118), including the attached exhibits and schedules,
contains additional relevant information about the Notes. The rules and regulations of the Securities and Exchange Commission (the "SEC") allow
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FMS-WM to omit certain information included in the registration statement from this prospectus supplement and the accompanying prospectus.
The registration statement, including its various exhibits, is available to the public over the internet at the SEC's website: http://www.sec.gov. You
may also read and copy these documents at the SEC's Conventional Reading Room, located at 100 F Street, N.E., Room 1580, Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the Conventional Reading Room.
FMS-WM files annual reports and other information with the SEC, which are available to the public over the internet at http://www.sec.gov
or may be read and copied at the SEC's public reference room. The SEC allows FMS-WM to "incorporate by reference" the documents that FMS-
WM files with the SEC, which means that FMS-WM can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, and later
information that FMS-WM files with the SEC will automatically update and supersede this information, as well as the information included in this
prospectus supplement and the accompanying prospectus. We incorporate by reference the annual report on Form 18-K for FMS-WM for the fiscal
year ended December 31, 2015, as filed with the SEC on June 6, 2016 (File No. 333-184318) (the "Annual Report"), and any future filings made
with the SEC to the extent such filings indicate that they are intended to be incorporated by reference. FMS-WM's Form 18-K and amendments on
Form 18-K/A, if any, contain or will contain, among other information, its most recently published annual report and financial statements, from
time to time.
You can obtain any of the documents incorporated by reference in this document through us, from the SEC as described above or, with
respect to the Annual Report and so long as any of the Notes are listed on the Luxembourg Stock Exchange, on the website of the Luxembourg
Stock Exchange at http://www.bourse.lu. Documents incorporated by reference are available from FMS-WM free of charge by requesting them in
writing or by telephone from FMS-WM at the following address and telephone number:
FMS Wertmanagement
Prinzregentenstrasse 56
80538 Munich, Federal Republic of Germany
+49 89 9547627-0

S-4
Table of Contents
RECENT DEVELOPMENTS
FMS-WM
Other Recent Developments
On July 20, 2016, the German Federal Government adopted a draft bill for the reorganization of the German Federal Agency for Financial
Market Stabilization (Bundesanstalt für Finanzmarktstabilisierung, "FMSA"), under which Germany's national resolution authority would be
integrated into the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the administration and
management of the German Financial Market Stabilization Fund (Finanzmarktstabilisierungsfonds) would be assumed by the Federal Republic of
Germany Finance Agency (Bundesrepublik Deutschland Finanzagentur GmbH). The FMSA would remain responsible for the German wind-
up institutions FMS-WM and Erste Abwicklungsanstalt. The legislative process is expected to be completed by the end of 2016, and the
reorganization is expected to be completed by the beginning of 2018.
Federal Republic of Germany
Overview of Key Economic Figures
The following economic information regarding the Federal Republic is derived from the public official documents cited below. Certain of the
information is preliminary.
Inflation Rate
INFLATION RATE
(based on overall consumer price index)

Percentage change on
Percentage change on the same month in
Reference period

previous month

previous year

June 2015

-0.1

0.3
July 2015

0.2

0.2
August 2015

0.0

0.2
September 2015

-0.2

0.0
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October 2015

0.0

0.3
November 2015

0.1

0.4
December 2015

-0.1

0.3
January 2016

-0.8

0.5
February 2016

0.4

0.0
March 2016

0.8

0.3
April 2016

-0.4

-0.1
May 2016

0.3

0.1
June 2016

0.1

0.3
In June 2016, consumer prices in Germany rose by 0.3% compared to June 2015. The inflation rate thus increased slightly for the second
consecutive month. The development of energy prices, which decreased by 6.4% in June 2016 compared to June 2015, had a downward effect on
the overall increase in prices in June 2016, as had been the case in the preceding months. However, the year-on-year decrease in energy prices
continued to slow. Most notably, prices for heating oil and motor fuels decreased by 19.0% and 9.4%, respectively, compared to the corresponding
period in 2015. Excluding the prices of energy products, the inflation rate in June 2016 compared to June 2015 would have been 1.1%.

S-5
Table of Contents
Food prices increased by 0.1% in June 2016 compared to June 2015. Overall, the prices of goods decreased by 0.8% in June 2016 compared
to June 2015, primarily as a result of the decrease in prices of energy products. By contrast, prices for services increased by 1.4% in June 2016
compared to June 2015, mainly due to a 1.1% increase in net rents exclusive of heating expenses.
Compared to May 2016, the consumer price index increased by 0.1% in June 2016, mainly due to the development of energy prices, which
increased by 1.2% from May 2016 to June 2016. Over the same period, prices for package holidays increased by 4.3% while prices for food
decreased by 0.4%.
Source: Statistisches Bundesamt, Consumer prices in June 2016: +0.3% on June 2015, press release of July 12, 2016
(https://www.destatis.de/EN/PressServices/Press/pr/2016/07/PE16_239_611.html).
Unemployment Rate
UNEMPLOYMENT RATE
(percent of unemployed persons in the total labor force according to the
International Labour Organization (ILO) definition)(1)

Adjusted
Reference period

Original percentages
percentages(2)
June 2015

4.6

4.7
July 2015

4.6

4.6
August 2015

4.3

4.6
September 2015

4.3

4.5
October 2015

4.4

4.5
November 2015

4.5

4.5
December 2015

4.5

4.4
January 2016

4.3

4.4
February 2016

4.6

4.3
March 2016

4.5

4.3
April 2016

4.2

4.3
May 2016

4.2

4.2
June 2016

4.2

4.2

(1)
The time series on unemployment are based on the German Labour Force Survey.
(2)
Adjusted for seasonal and irregular effects (trend cycle component) using the X-12-ARIMA method.
The number of employed persons increased by approximately 528,000 persons, or 1.2%, from June 2015 to June 2016. Compared to May
2016, the number of employed persons in June 2016 increased by approximately 46,000, after adjustment for seasonal fluctuations.
In June 2016, the number of unemployed persons decreased by approximately 138,000, or 6.7%, compared to June 2015. Adjusted for
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seasonal and irregular effects (trend cycle component), the number of unemployed persons in June 2016 decreased by 0.6% to 1.80 million
compared to May 2016.
Sources: Statistisches Bundesamt, Employment up 1.2% in June 2016 on a year earlier, press release of July 28, 2016
(https://www.destatis.de/EN/PressServices/Press/pr/2016/07/PE16_261_132.html); Statistisches Bundesamt, Genesis-Online Datenbank, Result
13231-0001, Erwerbslose, Erwerbstätige, Erwerbspersonen, Erwerbslosenquote: Deutschland, Monate, Original- und bereinigte Daten
(https://www-genesis.destatis.de/genesis/online/logon?sequenz=tabelleErgebnis&selectionname=13231-0001&zeitscheiben=2&leerzeilen=false).

S-6
Table of Contents
Current Account and Foreign Trade
CURRENT ACCOUNT AND FOREIGN TRADE

(balance in EUR billion)(1)

Item

January to May 2016
January to May 2015
Trade in goods, including supplementary trade items

115.6

104.5
Services

-8.4

-8.1
Primary income

19.3

15.8
Secondary income

-15.7

-20.7

Current account

110.8

91.5

(1)
Figures may not add up due to rounding.
Source: Statistisches Bundesamt, German exports in May 2016: +1.6% on May 2015, press release of July 8, 2016
(https://www.destatis.de/EN/PressServices/Press/pr/2016/07/PE16_232_51.html).
Germany's General Government Deficit/Surplus and General Government Gross Debt
According to the summer projection of the Federal Ministry of Finance, the German general government surplus in 2016 is expected to be
1/4% of GDP, following a surplus of 0.6% of GDP in 2015. The general government gross debt ratio is forecast to be 68% in 2016.
Source: Bundesministerium der Finanzen, Monatsbericht des BMF Juli 2016, page 22
(http://www.bundesfinanzministerium.de/Content/DE/Monatsberichte/2016/07/Downloads/monatsbericht-2016-07-deutsch.pdf?
__blob=publicationFile&v=5).
Other Recent Developments
The European Union and European Integration
On June 23, 2016, the United Kingdom held a national referendum in which a majority of 51.9% voted in favor of the United Kingdom's
withdrawal from the European Union ("EU"). The result of this referendum is not legally binding. The formal and legal process of leaving the EU
requires the government of the United Kingdom to invoke Article 50 of the Treaty on European Union by notifying the European Council of its
intention to withdraw from the EU. The United Kingdom's membership in the EU would end within two years of the notification unless the
European Council, in agreement with the United Kingdom, unanimously decides to extend this period.
Sources: The Electoral Commission, Official result of the EU Referendum is declared by Electoral Commission in Manchester, press release of
June 24, 2016 (http://www.electoralcommission.org.uk/i-am-a/journalist/electoral-commission-media-centre/news-releases-referendums/official-
result-of-the-eu-referendum-is-declared-by-electoral-commission-in-manchester); European Commission, UK Referendum on Membership of the
European Union: Questions & Answers, press release of June 24, 2016 (http://europa.eu/rapid/press-release_MEMO-16-2328_en.htm).

S-7
Table of Contents
SUMMARY OF THE OFFERING
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing
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elsewhere in this prospectus supplement and the accompanying prospectus.

Issuer
FMS Wertmanagement

Securities Offered
$2,000,000,000 principal amount of 1.000% Notes due August 16, 2019.

Issue Date
August 17, 2016.

Maturity Date
August 16, 2019.

Interest Payment Dates
February 16 and August 16 of each year, commencing February 16, 2017.

Interest Rate
1.000% per annum, from August 17, 2016. Interest will be calculated on the basis of a
360-day year consisting of twelve 30-day months unadjusted.

Redemption
The Notes are not subject to redemption prior to maturity.

The Federal Republic of Germany
The Notes will benefit from a statutory guarantee by the German Financial Market
Stabilization Fund (Finanzmarktstabilisierungsfonds, "SoFFin"). The Federal Republic
is, in turn, directly liable for all of SoFFin's obligations. See "Responsibility of the
Federal Republic for FMS-WM" in the accompanying prospectus.

Settlement Cycle
T+5

Listing and Admission to Trading
FMS-WM has applied for the Notes to be admitted for listing and trading on the Euro
MTF Market of the Luxembourg Stock Exchange.

Form, Registration and Settlement
The Notes will be represented by one or more Global Notes registered in the name of
Cede & Co. as nominee for DTC. The Global Notes will be deposited with a custodian
for DTC. Except as described in the accompanying prospectus, beneficial interests in the
Global Notes will be represented through accounts of financial institutions acting on
behalf of the beneficial owners as direct and indirect participants in DTC. Investors may
elect to hold interests in the Global Notes through DTC, if they are participants in DTC,
or indirectly through organizations that are participants in DTC. Owners of beneficial
interests in the Global Notes will not be entitled to have Notes registered in their names
and will not receive or be entitled to receive physical delivery of definitive Notes. Initial
settlement for the Notes will be made in immediately available funds in dollars. See
"Clearing and Settlement" in the accompanying prospectus.

No Additional Amounts
FMS-WM will have no obligation to pay holders any additional amounts in respect of
the Notes as a result of possible withholding or deduction for taxes pursuant to any fiscal
or other laws and regulations applicable to the Notes.

S-8
Table of Contents
Collective Action Clause
The Notes will contain a collective action clause. The holders of the Notes may agree
with FMS-WM to amend the terms or conditions contained in the Notes or the Fiscal
Agency Agreement with the affirmative vote by holders of Notes representing not less
than 50% of the principal amount of the Notes then outstanding. Certain material
amendments of the terms and conditions of the Notes or the Fiscal Agency Agreement,
including changes in the due date for the payment of interest or principal or the
reduction or elimination of the interest rate on the Notes, reduction of the principal
amount on the Notes and changes in the currency of the Notes will require the
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affirmative vote by holders of not less than 75% of the principal amount of the Notes
then outstanding.

Fiscal Agent
The Bank of New York Mellon will be acting in its capacity as Fiscal Agent through its
corporate trust office located at 101 Barclay Street, New York, NY 10286.

Securities Codes
CUSIP: 30254WAK5
ISIN: US30254WAK53
Common Code: 147756321

S-9
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds from the sale of the Notes will be approximately $1,991,540,000 (after deducting underwriting
commissions). The net proceeds from the sale of the Notes will be primarily used to refinance existing liabilities in order to replace maturing,
short-term money market instruments with long-term funding. Any remaining proceeds will be used for general corporate purposes.

S-10
Table of Contents
DESCRIPTION OF THE NOTES
The following is a brief description of the terms and conditions of the Notes offered by FMS-WM and the fiscal agency agreement with
respect thereto. The description does not purport to be complete and is qualified in their entirety by reference to the fiscal agency agreement and to
the form of global note filed by FMS-WM with the SEC as exhibits to the registration statement of which this prospectus supplement and the
accompanying prospectus are a part. For a complete description of the Notes, you should also read the fiscal agency agreement and the form of
global note, a copy of which has been filed as an exhibit to FMS-WM's registration statement and will be available for inspection as described
below under "General Information."
General
The 1.000% Notes due August 16, 2019 offered hereby will be issued under a fiscal agency agreement as amended (the "Fiscal Agency
Agreement"), between FMS-WM and The Bank of New York Mellon, as fiscal agent, principal paying agent, transfer agent and registrar
(collectively, the "Fiscal Agent"). The Notes constitute direct and unsecured obligations of FMS-WM.
Interest
Interest will be paid on the Notes at the rate set forth on the cover page of this prospectus supplement and will be payable on February 16 and
August 16 of each year (each, an "Interest Payment Date"), subject to the Business Day Convention as defined below. The Notes will bear interest
from August 17, 2016 and the initial interest payment will be made on February 16, 2017. Interest will be calculated on the basis of a 360-day year
consisting of twelve 30-day months unadjusted. The Notes will mature on August 16, 2019 (the "Maturity Date"). The Notes are not subject to any
sinking fund.
If an Interest Payment Date or the Maturity Date is a day on which banking institutions are authorized or obligated by law to close in New
York or in a place of payment, then payment of principal or interest need not be made on such Interest Payment Date or Maturity Date, as
applicable. FMS-WM may make the required payment on the next succeeding day that is not a day on which banking institutions are authorized or
obligated by law to close in New York or in the place of payment. The payment will be made with the same force and effect as if made on the
Interest Payment Date or Maturity Date and no additional interest shall accrue for the period from the Interest Payment Date or Maturity Date to the
date of actual payment. Such adjustments of the Interest Payment Date or Maturity Date are referred to as the "Business Day Convention."
Fiscal Agent
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The duties of the Fiscal Agent will be governed by the Fiscal Agency Agreement. FMS-WM may replace the Fiscal Agent. FMS-WM may
maintain deposit accounts and conduct other banking transactions in the ordinary course of business with the Fiscal Agent. The Fiscal Agent is an
agent of FMS-WM, is not a trustee for the holders of the Notes and does not have the same responsibilities or duties to act for such holders as
would a trustee.
The Fiscal Agent will be responsible for:

· maintaining a record of the aggregate holdings of Notes;

· ensuring that payments of principal and interest in respect of the notes received by the Fiscal Agent from FMS-WM are duly credited to

the holders of the Notes; and

· transmitting to FMS-WM any notices from the holders of the Notes, or, as described below under "--Notices," transmitting notices

from FMS-WM to holders of the Notes.
The Bank of New York Mellon will be acting in its capacity as Fiscal Agent through its corporate trust office located at 101 Barclay Street,
New York, New York 10286.

S-11
Table of Contents
Payment of Principal and Interest
Interest will be payable to the persons in whose names the Notes are registered at the close of business on the date that is 15 calendar days
prior to each Interest Payment Date (the "Record Date"). The Record Date may be changed by agreement among FMS-WM, the Fiscal Agent and
all applicable securities clearing systems. The principal of and interest on the Notes will be paid in such coin or currency of the United States as of
the time of payment is legal tender for the payment of public and private debts. FMS-WM may change or terminate the designation of paying
agents from time to time. Payments of principal and interest at such agencies will be subject to applicable laws and regulations, including any
withholding or other taxes, and will be effected by wire transfer to the person entitled to such payment at the person's address appearing on the
register of Notes maintained by the security registrar.
FMS-WM will redeem the Notes on the Maturity Date at 100% of the principal amount plus accrued but unpaid interest to date.
The Notes will be sold in denominations of $200,000 and integral multiples of $1,000 in excess thereof.
Any monies paid by FMS-WM to the Fiscal Agent or any paying agent for the payment of the principal of (or premium, if any, on) or
interest, respectively, on any Notes that remain unclaimed at the end of ten years or five years, respectively, after such principal (or premium, if
any) or interest shall have become due and payable (whether at maturity or otherwise) shall then be repaid to FMS-WM upon its written request.
Upon such repayment all liability of the Fiscal Agent and any paying agent with respect to such monies shall cease. Any obligation FMS-WM may
have to pay the principal of (or premium, if any, on) the Notes shall terminate at the end of ten years after such principal or premium shall have
become due and payable. Any obligation FMS-WM may have to pay any interest on the Notes shall terminate at the end of five years after such
interest shall have become due and payable.
Redemption
The Notes shall not be redeemed prior to maturity.
No Payment of Additional Amounts
All payments of principal and interest on the Notes will be subject to any fiscal or other laws and regulations applicable thereto. FMS-WM
has no obligation to pay you any additional amounts in respect of the Notes as a result of possible withholding or deduction for taxes pursuant to
any such law and/or regulations. Accordingly, the holder will, in the event of any such withholding or deduction, receive less than he or she would
have received without such withholding or deduction.
Ranking
The obligations under the Notes constitute unsecured and unsubordinated obligations of FMS-WM ranking pari passu among themselves and
pari passu with all other unsecured and unsubordinated obligations of FMS-WM, unless such obligations are given priority under mandatory
provisions of statutory law.
Negative Pledge
The Notes will not contain a negative pledge provision.
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424B5
Termination for Default
Each holder will be entitled to declare its securities due and demand immediate redemption of the principal amount of its securities together
with accrued but unpaid interest (if any) to the date of repayment, in the event that FMS-WM fails to pay principal or interest within 30 days from
the relevant due date. The right to declare securities due shall terminate if the situation giving rise to it has been cured before the right is exercised.

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Notice
Any notice, including any notice declaring Notes due, in connection with events of default shall be made by means of a written declaration
in the German or English language delivered to the specified office of the Fiscal Agent together with proof that such holder at the time of such
notice is a holder of the relevant Notes.
Amendments (Collective Action Clause)
The holders of the Notes may agree with FMS-WM to amend the terms or conditions contained in the Notes or the Fiscal Agency Agreement
with the affirmative vote by the holders of the Notes representing not less than 50% of the principal amount of the Notes then outstanding.
However, amendments of the terms and conditions of the Notes or the Fiscal Agency Agreement which relate to the following matters require the
affirmative vote by the holders of not less than 75% of the principal amount of the Notes then outstanding:

(1)
changes in the due date for the payment of interest or the reduction or elimination of the interest rate on the Notes;

(2)
changes in the due date for the payment of the principal on the Notes;

(3)
reduction of the principal amount on the Notes;

(4)
subordination of outstanding amounts payable under the Notes in insolvency proceedings of FMS-WM;

(5)
conversion or exchange of the Notes into equity securities or other types of securities of FMS-WM;

(6)
exchange and release of collateral on the Notes, if any;

(7)
change in the currency of the Notes;

(8)
waiver of or limitations on termination rights of the holders of Notes; and

(9)
substitution of FMS-WM as payment obligor on the Notes.
Such resolutions voted by the applicable majority of the holders of notes of a series shall be binding on all holders of Notes. Amendments
made to the terms or conditions contained in the notes or the Fiscal Agency Agreement which do not provide for identical conditions for all holders
of Notes shall be void, unless the disadvantaged holders of Notes have given an express consent to such unequal conditions.
FMS-WM may, in agreement with the Fiscal Agent but without the vote or consent of the holders of the Notes, modify any of the terms and
conditions of the Fiscal Agency Agreement and the Notes for the purpose of:

(1)
adding to FMS-WM's covenants for the benefit of the holders of the Notes;

(2)
surrendering any right or power conferred on FMS-WM;

(3)
securing the Notes;

(4)
curing any ambiguity or correcting or supplementing any defective provision of the Fiscal Agency Agreement or the Notes; or

(5)
amending the Fiscal Agency Agreement or the Notes for any purpose that FMS-WM may consider necessary or desirable that does not

adversely affect the interests of the holders of the Notes in any material respect.
Jurisdiction
FMS-WM will accept the jurisdiction of any state or federal court in the City of New York, in respect of any action arising out of or based on
the Notes that may be maintained by any holder of those Notes. FMS-WM will appoint Corporation Service Company, 1180 Avenue of the
Americas, Suite 210, New York, NY 10036 as its

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Document Outline

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