Obligation IKB Industriebank AG 6.25% ( XS0121523459 ) en EUR

IKB Industriebank AG

100 % ▲

Allemagne

XS0121523459 ( en EUR )

6.25% par an ( paiement annuel )

29/12/2008 - Obligation échue

Prospectus brochure de l'obligation IKB DEUTSCHE INDUSTRIEBANK AG XS0121523459 en EUR 6.25%, échue

IKB Deutsche Industriebank AG est une banque allemande spécialisée dans le financement de moyennes entreprises et d'infrastructures, ayant son siège à Düsseldorf.

L'Obligation émise par IKB Industriebank AG ( Allemagne ) , en EUR, avec le code ISIN XS0121523459, paye un coupon de 6.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/12/2008

Information Memorandum
IKB Deutsche Industriebank Aktiengesellschaft
(incorporated as a stock corporation under the laws of the Federal Republic of Germany)
as Issuer
and, with respect to Notes issued by IKB FINANCE B.V.,
as Guarantor
and
IKB FINANCE B.V.
(incorporated with limited liability under the laws of The Netherlands)
as Issuer
Euro 10,000,000,000
Debt Issuance Programme
Under the Euro 10,000,000,000 Debt Issuance Programme (the "Programme"), IKB Deutsche Industriebank
Aktiengesellschaft ("IKB AG") (acting through its head office in Düsseldorf or its Luxembourg branch)
and IKB FINANCE B.V. ("IKB FINANCE") (each an "Issuer" and together the "Issuers") may from time to
time issue debt securities in bearer or (in the case of IKB AG only) in registered form as senior notes (the
"Senior Notes") or subordinated notes (the "Subordinated Notes") (together, the "Notes") in an aggregate
principal amount of up to euro 10,000,000,000 (or its equivalent in other currencies).
The Notes will be issued on a continuing basis to one or more of the Dealers specified herein and to any
other Dealer appointed under the Programme from time to time (each a "Dealer" and together the
"Dealers"). IKB AG and IKB FINANCE each reserve the right to act as a Dealer under the Programme. The
relevant pricing supplement (the "Pricing Supplement") relating to each issue will specify the aggregate
principal amount of such Notes, the issue price, any applicable interest rate or interest rate formula and
the interest payment dates, the maturity date of the Notes, any redemption provisions and any other
terms and conditions not contained herein which are applicable to each individual Tranche (as defined
below) of Notes. Payments in respect of Senior Notes and payments in respect of Subordinated Notes
each issued by IKB FINANCE will be guaranteed as to payment by IKB AG (in such capacity, the
"Guarantor") by virtue of a senior guarantee (the "Senior Guarantee") and a subordinated guarantee (the
"Subordinated Guarantee") respectively.
Application has been made to list the Notes in bearer form issued under the Programme on the Luxem-
bourg Stock Exchange. This Information Memorandum may be used for the admission to the official list or
public offer of Notes in bearer form to be issued under the Programme during the period of 12 months
from the date hereof. The Programme provides that Notes in bearer form may be listed on other or
further stock exchanges, as may be agreed between the relevant Issuer and the relevant Dealer(s) in
relation to each issue. Notes may further be issued under the Programme which will not be listed on any
stock exchange.
Arranger
Merrill Lynch International
Dealers
ABN AMRO
BNP PARIBAS
Deutsche Bank
Dresdner Kleinwort Wasserstein
DZ BANK AG
HVB Corporates & Markets
Merrill Lynch International
MORGAN STANLEY
UBS Investment Bank
WestLB AG
The date of this Information Memorandum is July 29, 2003.
This Information Memorandum replaces the Information Memorandum dated August 8, 2002 and
is valid for one year from the date hereof.

Each of IKB AG (as regards matters concerning itself and IKB FINANCE and the Notes issued or to be
issued by it and IKB FINANCE) and IKB FINANCE (as regards matters concerning itself and the Notes
issued or to be issued by it), having made all reasonable enquiries, confirms that, to the best of its
knowledge and belief, the information contained in this Information Memorandum is in accordance with
the facts and does not omit anything likely to affect the import of such information. Each Issuer accepts
responsibility accordingly.
Each of IKB AG and IKB FINANCE have confirmed to the Dealers that (i) the Information Memorandum is
accurate in all material respects and not misleading and that there are no other facts the omission of
which would make any statement, whether of fact or opinion, in the Information Memorandum misleading
in any material respect and (ii) that all reasonable enquiries have been made to ascertain all facts and to
verify the accuracy of all statements contained therein.
No person is authorised to give any information or to make any representation regarding the Issuers or
the Notes which is not contained in or not consistent with this Information Memorandum or any other
information supplied in connection with the Programme and, if given or made, such information or
representation must not be relied upon as having been authorised by or on behalf of either Issuer or any
of the Dealers.
This Information Memorandum should be read and construed with any amendment or supplement
thereto and with any other documents which are deemed to be incorporated herein by reference (as
defined below) and, in relation to any Tranche (as defined below), together with the relevant Pricing
Supplement(s) (as defined below).
This Information Memorandum is valid for one year following its date of issue and it and any amendment
or supplement thereto as well as any Pricing Supplement reflect the status as of their respective dates of
issue. 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 Issuers since such date or that any
other information supplied in connection with the Programme is correct at any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing the same.
IKB AG and IKB FINANCE have undertaken with the Dealers to amend or supplement the Information
Memorandum or publish a new Information Memorandum if and when the information therein should
become materially inaccurate or incomplete.
To the extent permitted by the laws of any relevant jurisdiction, neither the Arranger nor any Dealer
accepts any responsibility for the accuracy and completeness of the information contained in this Infor-
mation Memorandum or any amendment or supplement thereof, or any other document incorporated
herein by reference nor for the information contained in any Pricing Supplement.
Neither this Information Memorandum nor any Pricing Supplement constitutes an offer or invitation by or
on behalf of either Issuer or the Dealers to any person to subscribe for or to purchase any Notes.
This document may only be communicated or caused to be communicated in circumstances in which sec-
tion 21(1) of the Financial Services and Markets Act 2000 ("FSMA") does not apply.
The distribution of this Information Memorandum and any Pricing Supplement and the offering, sale and
delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
Information Memorandum or any Pricing Supplement comes are required by the Issuers and the Dealers
to inform themselves about and observe any such restrictions. In particular, the Notes have not been and
will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act")
and are subject to United States tax law requirements. Subject to certain exceptions, the Notes may not
be offered, sold or delivered within the United States or to United States persons. See "Subscription and
Sale".
Neither the Information Memorandum nor any Pricing Supplement 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 this Information Memorandum, references to "l", "euro", "Euro" or "EUR" are to the single currency
which was introduced as of January 1, 1999 at the start of the third stage of European Economic and
Monetary Union by which date the euro became the legal currency in eleven member states of the Euro-
pean Union. References to "U.S.$", "USD", "U.S. dollars" or "United States dollars" are to the currency of
the United States of America, references to "C$", "CAD" or "Canadian dollars" are to the currency of
Canada, references to "£", "British pounds sterling" or "Sterling" are to the currency of the United King-
dom, references to "CHF" or "Swiss Francs" are to the currency of Switzerland, and references to "¥",
"JPY", "Japanese Yen" or "Yen" are to the currency of Japan.
2

In connection with the issue of any Tranche (as defined herein) of Notes under the Programme, the
Dealer (if any) who is specified in the relevant Pricing Supplement as the stabilising institution or any
person acting for him may over-allot or effect transactions with a view to supporting the market price
of the Notes of the Series of which such Tranche forms part and any associated securities at a level
higher than that which might otherwise prevail for a limited period after the issue date. However,
there may be no obligation on the stabilising institution to do this. Such stabilising, if commenced,
may be discontinued at any time, and must be brought to an end after a limited period. Such
stabilising shall be in compliance with all applicable laws, regulations and rules.
3

TABLE OF CONTENTS
Page
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Summary of the Programme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Issue Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Terms and Conditions of the Notes (German Language Version) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Teil I Grundbedingungen
Emissionsbedingungen für Inhaberschuldverschreibungen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Teil II Zusatz zu den Grundbedingungen
Emissionsbedingungen für Namensschuldverschreibungen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
Terms and Conditions of the Notes (English Language Version) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
Part I Basic Terms
Terms and Conditions of Notes in Bearer Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
Part II Supplement
Terms and Conditions of Notes in Registered Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
Form of Senior Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
Form of Subordinated Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
Form of Pricing Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
IKB AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
IKB FINANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
Subscription and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
4

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Information
Memorandum:
(a) the most recently published annual and any interim report of IKB AG (the annual report including the
audited, non-consolidated and consolidated financial statements therein and the auditor's report
thereon and the management report; the interim report including the unaudited, non-consolidated
and consolidated financial statements therein and the management report) and the audited financial
statements and the auditor's report thereon of IKB FINANCE from time to time; and
(b) all amendments and supplements to this Information Memorandum (including any Pricing Supple-
ment as described below) prepared by the Issuers from time to time,
save that any statements contained herein or in a document which is incorporated by reference herein
shall be deemed to be modified or superseded for the purpose of this Information Memorandum to the
extent that a statement contained in any such subsequent document which is deemed to be incorporated
by reference herein modifies or supersedes such earlier statement (whether expressly, by implication or
otherwise). In the event of any changes to the Terms and Conditions of the Notes as set out hereinafter,
the Issuers will prepare a supplement to this Information Memorandum or a new Information
Memorandum, as the case may be, for use in connection with any subsequent issue of Notes in bearer
form to be listed on the Luxembourg Stock Exchange.
Copies of any or all of the documents which are incorporated herein by reference will be available free of
charge from the specified offices of each of the Issuers and BNP Paribas Securities Services, Luxembourg
branch, in its capacity as Listing Agent.
In relation to each issue of Notes which are to be listed, this Information Memorandum shall be deemed
to be supplemented by the applicable Pricing Supplement.
5

SUMMARY OF THE PROGRAMME
The following summary does not purport to be complete and is taken from and qualified in its entirety by
the remainder of this Information Memorandum and, in relation to the terms and conditions of any
particular Tranche of Notes, the applicable Pricing Supplement. Words and expressions defined in "Terms
and Conditions of the Notes" below shall have the same meaning in this Summary unless specified
otherwise.
Issuers:
IKB Deutsche Industriebank Aktiengesellschaft ("IKB AG")
(acting through its head office in Düsseldorf or its Luxembourg Branch)
IKB FINANCE B.V. ("IKB FINANCE")
Guarantor:
IKB AG (in respect of Notes issued by IKB FINANCE) (in such capacity, the
"Guarantor")
Arranger:
Merrill Lynch International
Dealers:
ABN AMRO Bank N.V.
Bayerische Hypo- und Vereinsbank AG
BNP Paribas
Deutsche Bank Aktiengesellschaft
Dresdner Bank Aktiengesellschaft
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
Merrill Lynch International
Morgan Stanley Bank AG
UBS Limited
WestLB AG
Fiscal Agent:
JPMorgan Chase Bank
Paying Agents:
J.P. Morgan AG, Frankfurt am Main, and J.P. Morgan Bank Luxembourg S.A.,
Luxembourg, all as indicated in the applicable Pricing Supplement
Luxembourg Listing Agent: BNP Paribas Securities Services, Luxembourg Branch
Regulatory Matters:
Any issue of Notes denominated in a currency in respect of which particular
laws, regulations, guidelines, policies, restrictions and reporting
requirements apply will only be issued in circumstances which comply with
such laws, regulations, guidelines, policies, restrictions and reporting
requirements from time to time. Without prejudice to the generality of the
foregoing:
Issues of Notes denominated in Swiss Francs or carrying a Swiss Franc
related element with a maturity of more than one year (other than Notes
privately placed with a single investor with no publicity) will be effected in
compliance with the relevant regulations of the Swiss National Bank based
on Article 7 of the Federal Law on Banks and Savings Banks of 1934, as
amended, and Article 15 of the Federal Law on Stock Exchanges and
Securities Trading of March 24, 1995 in connection with Article 2(2) of the
Ordinance of the Federal Banking Commission on Stock Exchanges and
Securities Trading of June 25, 1997. Under such regulations, the relevant
Dealer or, in the case of a syndicated issue, the lead manager, must be a
bank domiciled in Switzerland (which includes branches or subsidiaries of a
foreign bank located in Switzerland) or a securities dealer licensed by the
Swiss Federal Banking Commission as per the Federal Law on Stock
Exchanges and Securities Trading of March 24, 1995 (the "Swiss Dealer").
The Swiss Dealer must report certain details of the relevant transaction to
the Swiss National Bank no later than the relevant settlement date for such
a transaction.
The relevant Issuer and the Guarantor (in the case of guaranteed Notes)
shall ensure that Yen Notes will only be issued in compliance with
applicable Japanese laws, regulations, guidelines and policies. The relevant
Issuer and the Guarantor (in the case of guaranteed Notes) or their
designated agent shall submit such reports or information as may be
required from time to time by applicable laws, regulations and guidelines
promulgated by Japanese authorities. Each Dealer agrees to provide any
6

necessary information relating to Yen Notes to the relevant Issuer and the
Guarantor (in the case of guaranteed Notes) (which shall not include the
names of clients) so that the relevant Issuer and the Guarantor (in the case
of guaranteed Notes) may make any required reports to the competent
authority of Japan for itself or through its designated agent.
Each issue of Notes in respect of which the issue proceeds are accepted by
the relevant Issuer in the United Kingdom (including Notes denominated in
Sterling) shall be made in accordance with all applicable laws, regulations
and guidelines (as amended from time to time) of United Kingdom
authorities and relevant in the context of the issue of Notes, and the Issuer
shall submit (or procure the submission on its behalf of) such reports or
information as may from time to time be required for compliance with such
laws, regulations and guidelines. The Issuer shall ensure that such Notes
have the maturities and denominations as required by such laws,
regulations and guidelines.
Programme Amount:
Euro 10,000,000,000 (or its equivalent in other currencies) outstanding at
any time. The Issuers may increase the amount of the Programme in
accordance with the terms of the Dealer Agreement from time to time.
Distribution:
Notes may be distributed by way of public or private placements and, in
each case, on a syndicated or non-syndicated basis. The method of
distribution of each Tranche will be stated in the relevant Pricing
Supplement.
Issuance in Series:
Notes in bearer form will be issued in series (each, a "Series"). Each Series
may comprise one or more tranches ("Tranches" and each, a "Tranche")
issued on different settlement dates.
Currencies:
Subject to any applicable legal or regulatory restrictions and requirements
of relevant central banks, Notes may be issued in Canadian dollars, euro,
Japanese Yen, British Pound Sterling, Swiss Francs, U.S. dollars or any other
currency agreed by the Issuers and the Dealers.
Denominations of Notes:
Notes will be issued in such denominations as may be agreed between the
relevant Issuer and the relevant Dealer and as indicated in the applicable
Pricing Supplement save that the minimum denomination of the Notes will
be such as may be allowed or required from time to time by the relevant
central bank (or equivalent body) or any laws or regulations applicable to
the relevant specified currency.
Unless otherwise permitted by then current laws and regulations, Notes in
respect of which the issue proceeds are to be accepted by the relevant
Issuer in the United Kingdom will have a minimum denomination of
£ 100,000 (or its equivalent in other currencies), unless such Notes may not
be redeemed until on or after the first anniversary of their date of issue.
Maturities:
Such maturities as may be agreed between the relevant Issuer and the
relevant Dealer and as indicated in the applicable Pricing Supplement,
subject to such minimum or maximum maturities as may be allowed or
required from time to time by the relevant central bank (or equivalent
body) or any laws or regulations applicable to the relevant Issuer or the
relevant specified currency.
The maximum maturity of all Notes will not exceed 30 years or such longer
period as may be agreed between the relevant Issuer and the relevant
Dealer, subject in relation to specific currencies to compliance with all
applicable legal and/or regulatory and/or central bank requirements.
Issue Price:
Notes may be issued at an issue price which is at par or at a discount to, or
premium over, par.
7

Form of Notes:
Notes may be issued in bearer or (in the case of IKB AG only) in registered
form.
In the case of an issue of Notes, to which United States Treasury Regulation
Section 1.163-5(c) (2) (i) (C) (the "TEFRA C Rules") applies ("TEFRA C
Notes"), such Notes will be represented permanently by a permanent global
Note in bearer form, without interest coupons, in a principal amount equal
to the aggregate principal amount of such Notes ("Permanent Global
Note").
In the case of an issue of Notes to which United States Treasury Regulation
Section 1.163-5 (c) (2) (i) (D) (the "TEFRA D Rules") applies ("TEFRA D
Notes"), such Notes will always be represented initially by a temporary
global Note in bearer form, without interest coupons, in a principal amount
equal to the aggregate principal amount of such Notes ("Temporary Global
Note") which will be exchanged for Notes represented by one or more
Permanent Global Note(s), in each case not earlier than 40 days and not
later than 180 days after the completion of distribution of the notes
comprising the relevant Tranche upon certification of non U.S.-beneficial
ownership in the form available from time to time at the specified office of
the Fiscal Agent.
In the case of an issue of Notes in bearer form to which neither the TEFRA C
Rules nor the TEFRA D Rules apply, such notes will be represented
permanently by a Permanent Global Note.
Notes in definitive form and interest coupons will not be issued.
Fixed Rate Notes:
Fixed interest will be payable on such basis as may be agreed between the
relevant Issuer and the relevant Dealer (as specified in the applicable
Pricing Supplement).
Floating Rate Notes:
Floating Rate Notes will bear interest on such basis as may be agreed
between the relevant Issuer and the relevant Dealer, as indicated in the
applicable Pricing Supplement. The Margin, if any, relating to such variable
rate will be agreed between the relevant Issuer and the relevant Dealer for
each Series of Floating Rate Notes.
Interest periods for Floating Rate Notes will be one, two, three, six or twelve
months or such other period(s) as may be agreed between the relevant
Issuer and the relevant Dealer, as indicated in the applicable Pricing
Supplement.
Floating Rate Notes may also have a maximum interest rate, a minimum
interest rate or both.
Index-Linked Notes:
Payments of principal in respect of Index-Linked Redemption Amount Notes
or of interest in respect of Index-Linked Interest Notes (together "Index-
Linked Notes") will be calculated by reference to such index and/or formula
as the relevant Issuer and the relevant Dealer may agree (as specified in the
applicable Pricing Supplement).
Index-Linked Interest Notes may also have a maximum interest rate, a
minimum interest rate or both.
Each issue of Index-Linked Notes will be made in compliance with all
applicable legal and/or regulatory requirements.
Dual Currency Notes:
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Dual Currency Notes will be made in
such currencies, and based on such rates of exchange, as the relevant
Issuer and the relevant Dealer may agree (as specified in the applicable
Pricing Supplement).
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their principal
amount and will not bear interest other than in the case of late payment.
Other Notes:
Notes may be of any other type of security which the relevant Issuer and
the relevant Dealer may agree. The terms governing such Notes will be
specified in the applicable Pricing Supplement.
8

Redemption:
The applicable Pricing Supplement will indicate either that the Notes
cannot be redeemed prior to their stated maturity (except for taxation
reasons or, in the case of Senior Notes only, upon the occurrence of an
event of default) or that such Notes will be redeemable at the option of the
relevant Issuer and/or the Holders upon giving notice within the notice
period (if any) indicated in the applicable Pricing Supplement to the
Holders or the relevant Issuer, as the case may be, on a date or dates
specified prior to such stated maturity and at a price or prices and on such
terms as indicated in the applicable Pricing Supplement.
Unless otherwise permitted by then current laws and regulations, Notes
(including Notes denominated in Sterling) in respect of which the issue
proceeds are to be accepted by the relevant Issuer in the United Kingdom
must have a minimum redemption amount of £100,000 (or its equivalent in
other currencies), unless such Notes may not be redeemed until on or after
the first anniversary of their date of issue.
Taxation:
All amounts payable in respect of the Notes will be made without
withholding or deduction for or on account of any present or future taxes or
duties of whatever nature imposed or levied by way of withholding or
deduction at source by or on behalf of the country where the relevant
Issuer is domiciled (or, in the case of Notes issued by IKB AG acting through
its Luxembourg branch, Luxembourg) and, in the case of payments under
any Guarantee, the Federal Republic of Germany, or any political sub-
division or any authority thereof or therein having power to tax unless such
withholding or deduction is required by law. In such event, IKB AG or IKB
FINANCE, as the case may be, will, subject to customary exceptions, pay
such additional amounts as shall be necessary in order that the net
amounts received by the Holders of the Notes after such withholding or
deduction shall equal the respective amounts which would otherwise have
been receivable in respect of the Notes in the absence of such withholding
or deduction.
Early Redemption for
Early redemption for taxation reasons will be permitted as provided in § 5
Taxation Reasons:
of the Terms and Conditions of the Notes.
Status of the Notes:
The Senior Notes will constitute unsecured and unsubordinated obligations
of the relevant Issuer ranking pari passu among themselves and pari passu
with all other unsecured and unsubordinated obligations of the relevant
Issuer.
The Subordinated Notes will constitute unsecured and subordinated
obligations of the relevant Issuer ranking pari passu among themselves and
pari passu with all other subordinated obligations of the relevant Issuer. In
the event of the dissolution, liquidation, institution of insolvency pro-
ceedings over the assets of, composition or other proceedings for the
avoidance of the institution of insolvency proceedings over the assets of, or
against the relevant Issuer, such obligations may be satisfied only after the
non-subordinated claims of creditors of the relevant Issuer have been
satisfied.
Notes of Issuing Branch:
Notes that may be issued by IKB AG acting through its Luxembourg Branch
will constitute obligations of IKB AG as a whole and are the same as if IKB
AG had issued such Notes through its head office in Düsseldorf.
The Guarantees:
The Senior Notes issued by IKB FINANCE will have the benefit of a Senior
Guarantee given by IKB AG. The Subordinated Notes issued by IKB FINANCE
will have the benefit of a Subordinated Guarantee given by IKB AG.
Status of the Guarantees:
The Senior Guarantee constitutes an unconditional, unsecured and unsub-
ordinated obligation of IKB AG and ranks pari passu with all other
unsecured and unsubordinated obligations of IKB AG, unless such obliga-
tions are given priority under mandatory provisions of statutory law.
The Subordinated Guarantee constitutes a subordinated obligation of IKB
AG which ranks pari passu with all other subordinated obligations of
IKB AG. In the event of dissolution, liquidation, institution of insolvency
9

proceedings over the assets of, composition or other proceedings for the
avoidance of the institution of insolvency proceedings over the assets of, or
against IKB AG, the obligations under the Subordinated Guarantee may be
satisfied only after the non-subordinated claims of creditors of IKB AG have
been satisfied.
Negative Pledge:
The terms of the Notes do not contain a negative pledge provision.
Events of Default
The Senior Notes will provide for events of default entitling Holders to
and Cross Default:
demand immediate redemption of the Notes as set out in § 9 of the Terms
and Conditions of the Notes.
The Subordinated Notes will not provide for any event of default entitling
Holders to demand immediate redemption of the Notes.
The terms of the Notes do not provide for a cross-default.
Rating:
The Issuers have obtained a rating of the securities to be issued under this
Programme from FITCH. Notes issued pursuant to the Programme may be
rated or unrated. Where an issue of Notes is rated, its rating will not
necessarily be the same as the rating applicable to the Programme, if any. A
security rating is not a recommendation to buy, sell or hold securities and
may be subject to suspension, reduction or withdrawal at any time by the
assigning rating agency. A suspension, reduction or withdrawal of the rating
assigned to the Notes may adversely affect the market price of the Notes.
Listing:
Application has been made to list the Notes in bearer form to be issued
under the Programme on the Luxembourg Stock Exchange. The Programme
provides that Notes in bearer form may be listed on other or further stock
exchanges including, but not limited to, the Frankfurt Stock Exchange, as
may be agreed between the relevant Issuer and the relevant Dealer(s) in
relation to each issue. Notes may further be issued under the Programme
which will not be listed on any stock exchange.
Notes in registered form will not be listed on any stock exchange.
Clearance and Settlement:
Notes in bearer form will be accepted for clearing through one or more
Clearing Systems as specified in the applicable Pricing Supplement. These
systems will include those operated by Clearstream Banking AG, Clear-
stream Banking société anonyme (together, "Clearstream") and Euroclear
Bank S.A./N.V. as operator of the Euroclear System ("Euroclear").
Governing Law:
German law.
Selling Restrictions:
There will be specific restrictions on the offer and sale of Notes and the
distribution of offering materials in Germany, the United States of America,
the United Kingdom, Japan, The Netherlands, Luxembourg and France and
such other restrictions as may be required under applicable law in
connection with the offering and sale of a particular Tranche of Notes. Each
Tranche of Notes denominated in a currency in respect of which particular
laws, guidelines, regulations, restrictions or reporting requirements apply
will only be issued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting requirements from time to
time. See "Subscription and Sale".
Place of Performance
Place of performance for the obligations under the Guarantees is Düsseldorf.
and Jurisdiction:
Non-exclusive place of jurisdiction for any legal proceedings arising under
the Notes and the Guarantees is Frankfurt am Main.
10