Obligation FMS Vermögensverwaltung 0% ( XS0915510712 ) en CAD

FMS Vermögensverwaltung

100 % ▲

Allemagne

XS0915510712 ( en CAD )

15/04/2016 - Obligation échue

Prospectus brochure de l'obligation FMS Wertmanagement XS0915510712 en CAD 0%, échue

200 000 CAD

500 000 000 CAD

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 CAD, avec le code ISIN XS0915510712, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/04/2016

Base Prospectus
28 June 2012

This document constitutes the base prospectus (the "Base Prospectus") of FMS Wertmanagement in respect of
non-equity securities within the meaning of Art. 22 No. 6(4) of the Commission Regulation (EC) no. 809/2004 of
29 April 2004 (the "Commission Regulation").

FMS Wertmanagement
(incorporated as a public law institution under the laws of the Federal Republic of Germany)
EUR 60,000,000,000
Debt Issuance Programme

Application has been made to list and trade notes in bearer form (the "Notes") on the regulated market of the
Frankfurt; Munich and the Luxembourg Stock Exchange (Frankfurter Wertpapierbörse, regulierter Markt and Reg-
ulated Market "Bourse de Luxembourg") during a period of 12 months from the date of publication of this Base
Prospectus. Notes issued under the Programme may also be listed on other or further stock exchanges (including
stock exchanges in other Member States within the European Economic Area) or may not be listed at all.
FMS Wertmanagement ("FMS" or the "Issuer") has requested the Federal Financial Supervisory Authority (Bun-
desanstalt für Finanzdienstleistungsaufsicht) ("BaFin") to provide the competent authorities in the Grand Duchy of
Luxembourg with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance
with the Securities Prospectus Act (Wertpapierprospektgesetz WpPG) which implements Directive 2003/71/EC
of the European Parliament and of the Council of 4 November 2003 (the "Prospectus Directive") into German
law ("Notification"). The Issuer may request the BaFin to provide the competent authorities in additional host
Member States within the European Economic Area with a Notification.
Notes issued under the Programme will be sold and distributed to institutional investors only.

Arranger

Deutsche Bank

Dealers

Barclays
BayernLB
BNP PARIBAS
Citigroup
Commerzbank
Goldman Sachs International
HSBC
Morgan Stanley
The Royal Bank of Scotland
UBS Investment Bank

UniCredit Bank
This Base Prospectus will be published in electronic form on the website of FMS Wertmanagement (www.fms-
wm.de). This Base Prospectus is valid for a period of 12 months from its date of publication.

2
TABLE OF CONTENTS

Page
1.
Responsibility Statement ............................................................................................................................... 3
2.
Summary ....................................................................................................................................................... 3
2.1 Summary regarding FMS Wertmanagement ................................................................................................. 3
2.2 Summary regarding Risk Factors .................................................................................................................. 5
2.3 Summary regarding the Notes ...................................................................................................................... 7
3.
Translation of the Summary into German (Deutsche Übersetzung der Zusammenfassung) ...................... 12
3.1 Zusammenfassung FMS Wertmanagement betreffend ............................................................................... 12
3.2 Zusammenfassung der Risikofaktoren ........................................................................................................ 14
3.3 Zusammenfassung die Schuldverschreibungen betreffend ........................................................................ 17
4.
Risk Factors ................................................................................................................................................ 21
4.1 Risk Factors regarding FMS Wertmanagement .......................................................................................... 21
4.2 Risk Factors regarding the Notes ................................................................................................................ 23
5.
Important Notice .......................................................................................................................................... 26
6.
FMS Wertmanagement ............................................................................................................................... 29
7.
General Description of the Programme ....................................................................................................... 37
8.
Issue Procedures ........................................................................................................................................ 40
9.
Terms and Conditions of the Notes ............................................................................................................. 42
10. Form of Final Terms .................................................................................................................................... 70
11. Taxation ...................................................................................................................................................... 83
12. General Information .................................................................................................................................... 88
12.1 Selling Restrictions ...................................................................................................................................... 88
12.2 Authorisation ............................................................................................................................................... 90
12.3 Post-issuance Information ........................................................................................................................... 90
12.4 Reasons for the Offer and Use of Proceeds ............................................................................................... 90
12.5 Interests of Natural or Legal Persons involved in the Issue/Offer................................................................ 91
12.6 Clearing Systems ........................................................................................................................................ 91
12.7 Documents Available for Inspection ............................................................................................................ 91
13. Names and Addresses ................................................................................................................................ 92
14. Annex: Financial Statements ...................................................................................................................... 94
15. Signatures ................................................................................................................................................. 162

3
1. RESPONSIBILITY STATEMENT

FMS Wertmanagement, with its registered office in Munich, and Deutsche Pfandbriefbank AG, with its reg-
istered office in Unterschleißheim, assume responsibility for the content of this Base Prospectus pursuant to
§ 5 para. 4 of the German Securities Prospectus Act (Wertpapierprospektgesetz  "WpPG") and declare
that the information contained in this Base Prospectus is, to the best of their knowledge, in accordance with
the facts and no material circumstances have been omitted.

Furthermore, the Issuer hereby declares, having taken all reasonable care to ensure that such is the case,
that the information contained in this Base Prospectus is, to the best of its knowledge, in accordance with
the facts and contains no omission likely to affect its import.

2. SUMMARY

The following constitutes a summary (the "Summary") of the essential characteristics and risks associated
with FMS Wertmanagement as Issuer and the Notes to be issued under the Programme. This Summary
should be read as an introduction to this Base Prospectus. Any decision by an investor to invest in the
Notes should be based on consideration of this Base Prospectus as a whole, any supplement thereto (in-
cluding, if any, documents incorporated by reference) and the Final Terms. Where a claim relating to the
information contained in this Base Prospectus, any supplement hereto and any Final Terms is brought be-
fore a court, the plaintiff investor may, under the national legislation of the contracting states of the Europe-
an Economic Area, have to bear the costs of translating this Base Prospectus, any supplement hereto and
the Final Terms before the legal proceedings are initiated. Civil liability attaches to the Issuer, who has as-
sumed responsibility for this Summary, including any translation thereof, and/or has applied for its notifica-
tion, but only to the extent that the Summary is misleading, inaccurate or inconsistent when read together
with the other parts of this Base Prospectus.

2.1 Summary regarding FMS Wertmanagement

The Issuer is a structurally and financially independent public law entity with partial legal capacity (teil-
rechtsfähige Anstalt des öffentlichen Rechts) operating under the umbrella of the Financial Markets Stabili-
sation Authority (Bundesanstalt für Finanzmarktstabilisierung). The Issuer is a winding-up agency within the
meaning of section 8a (1) sentence 1 of the German Financial Market Stabilisation Fund Act (Fi-
nanzmarktstabilisierungsfondsgesetz). Pursuant to the German Financial Market Stabilisation Fund Act the
Issuer has the function of a winding-up agency for distressed and non-strategic assets and liabilities of Hy-
po Real Estate Holding AG's ("HRE") and HRE's subsidiaries (together with HRE the "HRE Group").

The seat of the Issuer is Munich, Federal Republic of Germany.

Pursuant to its charter (Statut), the Issuer benefits from its stakeholder's (Beteiligter) duty to offset losses.
Sole stakeholder (Beteiligter) of the Issuer is the German Financial Market Stabilisation Fund (Fi-
nanzmarktstabilisierungsfonds - "SoFFin") that has been set up and is acting on behalf of the Federal Re-
public of Germany.

Under the German Financial Market Stabilisation Fund Act and its charter, the Issuer is charged with the
winding up of assets and liabilities that have been transferred to the Issuer by HRE and HRE's subsidiaries.

The Issuer is not a credit institution within the meaning of the German Banking Act (Kreditwesengesetz), is
not regulated accordingly and does not conduct business that requires licenses pursuant to EU Directive
2006/48/EC of 14 June 2006.

The selected balance sheet and comprehensive income data presented below are extracted without mate-
rial adjustment from the financial statements of the Issuer. In order to facilitate a clear presentation, certain
line items in the financial statements have been combined for purposes of the selected financial data. The
financial statements have been prepared in accordance with generally applicable accounting standards in
Germany.

4
Balance Sheet
As at 31 December As at 31 December
As at 31 Decem-
2010
2010
ber 2011
TEUR
TEUR
REVISED1
TEUR

Total assets
357,753,363
333,286,701
341,765,835
Loans to credit institutions
67,753,440
43,286,778
49,608,831
Bonds and other fixed interest
243,775,376
243,775,376
244,990,371
rate notes
Liabilities to credit institutions
190,077,277
165,610,615
112,580,158
Securitised liabilities
139,651,229
139,651,229
181,557,894

If there is a netting agreement, cash collateral provided or received, particularly in connection with financial
derivatives, exposures are netted for each counterparty, either under loans and advances to banks (net
cash collateral provided) or under liabilities to banks (net cash collateral received) in the revised 31 Decem-
ber 2010 figures. As a result, the comparative figures for loans and advances to banks and liabilities to
banks, as well as total assets, have been lowered in the revised 31 December 2010 figures by EUR 24,467
million in each case.

Statement of Comprehensive
8 July 2010 to 31 December 2010
1 January 2011 to 31 De-
Income
TEUR
cember 2011
TEUR

Net interest income
145,977
552.619
(interest earnings minus interest
expenditure)
Personnel expenditure
-1,532
-14,019
Other administrative expendi-
-127,390
-332,998
tures
Write-offs, value adjustments
-1,947,636
-1,850,495
and provision for loan losses
Results from loss assumption
3,038,896
9,969,045
Net profit/loss
-2,000
-2,000

The Issuer maintains no equity capital (Eigenkapital).

There has been no material adverse change in the prospects of FMS since 31st December 2011, the date of
FMS' last published audited accounts.

There have been no recent events particular to FMS and which are to a material extent relevant to the eval-
uation of FMS' solvency since 31st December 2011, the date of FMS' last published audited accounts.

As of the date of this Prospectus, the following short-term and long-term ratings have been assigned by
Moody's Investors Services Limited ("Moody's"),Standard & Poor's Credit Market Services Europe Limited
("Standard & Poor's") and Fitch Ratings Ltd. ("Fitch") to the Notes and the senior unsecured debt obliga-
tions of the Issuer:

Short-Term Rating
Long-Term Rating

of the Notes
of the Issuer
of the Notes
of the Issuer
Moody's
P-1
P-1
Aaa
Aaa
Standard & Poor's
A-1+
A-1+
AAA
AAA
Fitch
F1+
F1+
AAA
AAA

For further information about the ratings (including a description of the above ratings) see "FMS Wertman-
agement - Ratings".
1 These figures are unaudited

5

Notes to be issued under the Programme may be rated or unrated. Where a tranche of Notes is rated, such
rating will not necessarily be the same as the ratings set out above.

A security rating is not a recommendation to buy, sell or hold any Notes and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.

For further details in relation to the Issuer see the section entitled "FMS Wertmanagement".

2.2 Summary regarding Risk Factors

2.2.1 Risk Factors regarding FMS Wertmanagement

The Issuer is exposed to a number of risks in connection with its business including, among others:

Credit Exposure and Increased Loss Provisions

The Issuer's business consists almost entirely of the administering of distressed and non-strategic financial
assets which were transferred to it by HRE Group. The Issuer is subject to the risk that debtors of such as-
sets and other contractual partners may become unable to meet their obligations to the Issuer.

Interest Rate and Exchange Rate Market Risks

The Issuer is exposed to risks associated with changes in interest rates and foreign exchange rates.

Issuer's Credit Ratings, Financial Conditions and Results

The ratings of the Notes may be lowered or withdrawn entirely at any time by the relevant rating agency.
Actual or anticipated changes in the Issuer's credit ratings, financial condition or results may affect the mar-
ket value of the Notes.

Soundness of other Financial Institutions

The Issuer's exposure to counterparties in the financial services industry in the normal course of its busi-
ness is particularly significant. Any material negative change in the financial condition of counterparties in
the financial services industry may have a material impact on the financial condition and results of the Issu-
er.

Risks relating to the Global Financial Crisis and the Euro-zone Debt Crisis

The Issuer is exposed to the current challenging market conditions as the majority of its assets consist of
assets the value of which has deteriorated from the disruptions in the global credit market. Furthermore, the
Issuer has exposure to European sovereigns and to financial institutions, governmental entities, counterpar-
ties, custodians, customers and service providers within the European Union. These exposures may be af-
fected by restructuring of their terms, principal, interest and maturity.

Dependency on Service Providers

Due to its limited resources the Issuer is subject to the risk that service providers, advisors and other con-
tractual partners do not meet their obligations to the Issuer.

6
Transfer of Assets to the Issuer

Some of the assets of the Issuer which have been transferred to it from various branches and subsidiaries
of Hypo Real Estate Holding AG worldwide were transferred only economically leaving the Issuer exposed
to the credit risk of the transferor.

Regulatory Risks

The Issuer is not supervised in a way credit institutions are supervised by the Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). The Issuer is not licensed or supervised in any
jurisdiction outside Germany. This may negatively influence the Issuer's approach to administer and wind-
down its assets outside Germany.

2.2.2 Risk Factors Regarding the Notes

Notes may not be a suitable investment

A potential investor should not invest in Notes which are complex financial instruments unless the investor
has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under
changing conditions, the resulting effects of the value of the Notes and the impact his investment will have
on the potential investor's overall investment portfolio.

Liquidity Risk

There can be no assurance that a liquid secondary market for the Notes will develop or, if it does develop,
that it will continue. In an illiquid market, an investor may not be able to sell his Notes at any time at fair
market prices. The possibility to sell the Notes may additionally be restricted by country specific reasons.

Market Price Risk/Rating of Notes

The holder of Notes is exposed to the risk of an unfavourable development of market prices of his Notes
which materialises if the holder sells the Notes prior to the final maturity of such Notes. Where an issue of
Notes is rated, its rating will not necessarily be the same as the rating applicable to the Issuer, if any.

Currency Risk/Dual Currency Notes

A holder of a Note denominated in a foreign currency and a holder of Dual Currency Notes is exposed to
the risk of changes in currency exchange rates which may affect the yield and/or the redemption amount of
such Notes and to the risk of potential conflict of interests.

Risk of Potential Conflicts of Interest

In the case of Index-Linked Notes, the Issuer, each Dealer or any of their respective affiliates may from time
to time engage in transactions relating to any relevant index and/or any index component of any such index
or made in other independent business areas which could create conflicts of interest and may have a nega-
tive impact on any relevant index and/or any index component of any such index.

Risk of Early Redemption

If the Issuer has the right to redeem the Notes prior to maturity, a holder of such Notes is exposed to the
risk that due to early redemption his investment will have a lower than expected yield. Also, the holder may
only be able to reinvest on less favourable conditions as compared to the original investment.

Fixed Rate Notes

A holder of a Fixed Rate Note is exposed to the risk that the price of such Note falls as a result of changes
in the market interest rate.

7
Floating Rate Notes

A holder of a Floating Rate Note is exposed to the risk of fluctuating interest rate levels and uncertain inter-
est income. Fluctuating interest rate levels make it impossible to determine the yield of Floating Rate Notes
in advance. A Floating Rate Note may include multipliers of other leverage factors, or caps or floors, or any
combination of those features or other similar related features. In addition, Floating Rate Notes may be is-
sued as Inverse Floating Rate Notes. The market value of such structured Floating Rate Notes tends to be
more volatile than the market value of conventional Floating Rate Notes.

Zero Coupon Notes

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

Index-Linked Notes

A holder of an Index-Linked Note where payments of interest will be made by reference to an index or a
basket of indices is exposed to the risk of fluctuating interest rate levels and uncertainty with respect to in-
terest income and may receive no interest at all. The yield of such an Index-Linked Note may even be nega-
tive. A holder of an Index-Linked Note where payment of principal wil be calculated by reference to an in-
dex or a basket of indices is exposed to uncertainty with respect to the repayment amount and the risk that
the yield of such an Index-Linked Note may be negative, and an investor may lose the value of all or part of
its investment. The more volatile each relevant index is, the greater is the uncertainty in respect of interest
income and the repayment amount.

Structured Notes

An investment in Notes, the premium and/or the interest on or principal of which is determined by reference
to one or more values of currencies, commodities, interest rates or other indices or formulae, either directly
or inversely, may entail significant risks not associated with similar investments in a conventional debt secu-
rity, including the risks that the resulting interest rate will be less than that payable on a conventional debt
security at the same time and/or that an investor could lose all or a substantial portion of the principal of its
Notes.

Resolutions of Holders

Since the Notes provide for resolutions of holders, either to be passed in a meeting of holders or by vote
taken without a meeting, a holder is subject to the risk of being outvoted by a majority resolution of the
Holders. As resolutions properly adopted are binding on all holders, certain rights of such holder against the
Issuer under the Terms and Conditions may be amended or reduced or even cancelled.

Holders' Representative

If the Notes provide for the appointment of a holders' representative, it is possible that a holder may be de-
prived of its individual right to pursue and enforce its rights under the Terms and Conditions against the Is-
suer, such right passing to the holders' representative who is then responsible to claim and enforce the
rights of all holders.

2.3 Summary regarding the Notes

Specified Currencies

Subject to any applicable legal or regulatory restrictions and requirements of relevant central banks, Notes
may be issued in euro or any other currency or currency unit agreed by the Issuer and the relevant Dealer.

Maturities

Such maturities as may be agreed between the Issuer and the relevant Dealer(s) and as indicated in the
Final Terms, 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 Issuer or

8
the relevant specified currency.

The maximum maturity of all Notes will not exceed 30 years or such longer period as may be agreed be-
tween the Issuer and the relevant Dealer(s), subject in relation to specific currencies to compliance with all
applicable legal and/or regulatory and/or central bank requirements.

Any Notes, the proceeds of which are to be accepted by the Issuer in the United Kingdom, which must be
redeemed before the first anniversary of the date of their issue, shall (a) have a redemption value of not
less than £ 100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than
Sterling), and (b) provide that no part of any such Note may be transferred unless the redemption value of
that part is not less than £ 100,000 (or such an equivalent amount).

Form of Notes

Notes may be issued in bearer form only.

Denominations of Notes

Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Deal-
er(s) and as indicated in the Final Terms save that the minimum denomination of the Notes wil be, if in eu-
ro, EUR 100,000, and, if in any currency other than euro, an amount in such other currency equivalent to
EUR 100,000 at the time of the issue of the Notes.

Fixed Rate Notes

Fixed Rate Notes will bear a fixed interest income throughout the entire term of the Notes. Fixed interest wil
be payable on such basis as may be agreed between the Issuer and the relevant Dealer(s) (as specified in
the Final Terms).

Floating Rate Notes

Floating Rate Notes will bear interest at a rate determined (and as adjusted for any applicable margin):

- on the same basis as the floating rate under a notional interest rate swap transaction in the relevant
specified currency governed by an agreement incorporating either the 2000 ISDA Definitions or the 2006
ISDA Definitions (each published by the International Swaps and Derivatives Association, Inc., and as
amended and updated as at the date on which the first tranche of the Notes of the relevant Series is is-
sued),

- on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service,
or

- on such other basis as indicated in the Final Terms.

The margin (if any) relating to such floating rate wil be indicated in the Final Terms for each Series of Float-
ing Rate Notes.

Interest periods for Floating Rate Notes wil be one, two, three, six or twelve months or such other period(s)
as may be agreed between the Issuer and the relevant Dealer(s), as specified in the Final Terms.

Instalment Notes

Instalment Notes are Notes, where payment of principal by the Issuer to the holders of the Notes is made in
instalments. Instalments wil be made as the Issuer and the relevant Dealer(s) may agree (as indicated in
the Final Terms).

Index-Linked Notes

Index-Linked Notes may be issued (i) as Index-Linked Notes where payments of interest will be made by
reference to a single index or a basket of indices (as indicated in the Final Terms) ("Index-Linked Interest
Notes") or (ii) as Index-Linked Notes where payment of principal wil be calculated by reference to a single
index or a basket of indices (as indicated in the Final Terms) ("Index-Linked Redemption Notes") or (iii) as
a combination of Index-Linked Interest Notes and Index-Linked Redemption Notes as a result of which such

9
notes bear interest at an index linked interest rate and are redeemed at an index linked redemption amount.

Other Provisions in Relation to Floating Rate Notes and Index-Linked Interest Notes

Floating Rate Notes and Index-Linked Interest Notes may also have a maximum interest rate, a minimum
interest rate or both.

Interest on Floating Rate Notes and Index-Linked Interest Notes in respect of each Interest Period, as se-
lected prior to issue by the Issuer and the relevant Dealer(s), will be payable on such Interest Payment
Dates specified in, or determined pursuant to, the Final Terms and will be calculated as specified in the Fi-
nal Terms.

Dual Currency Notes

Dual Currency Notes are Notes, where payment of principal and/or payment of interest can be made in dif-
ferent currencies. Payments (whether in respect of principal or interest and whether at maturity or other-
wise) in respect of Dual Currency Notes will be made in the relevant currencies and based on the relevant
rates of exchange.

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 structured Notes

Notes may be of any other type or may have any other structure, all upon terms provided in the applicable
Final Terms.

Redemption

The Final Terms will indicate either that the Notes cannot be redeemed prior to their stated maturity (except
for taxation reasons or upon the occurrence of an event of default) or that such Notes will be redeemable at
the option of the Issuer and/or the holders of the Notes upon giving notice within the notice period (if any)
indicated in the Final Terms to the holders or the 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 Final Terms.

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 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 de-
duction at source (Quellensteuer) by or on behalf of the Federal Republic of Germany or any political subdi-
vision or any authority thereof or therein having power to tax unless such withholding or deduction is re-
quired by law. In such event, the Issuer wil , 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 with-
holding or deduction shall equal the respective amounts which would otherwise have been receivable in re-
spect of the Notes in the absence of such withholding or deduction.

Early Redemption for Taxation Reasons

Early redemption of the Notes for taxation reasons will be permitted, if as a result of any amendment to, or
change in, the laws or regulations (including any amendment to, or change in, an official interpretation or
application of such laws or regulations) of the Federal Republic of Germany, or any political subdivision or
taxing authority thereof, the Issuer is required to pay additional amounts on the Notes.
Status of the Notes

The Notes will constitute unsecured and unsubordinated obligations of the Issuer ranking pari passu among

10
themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer.

Loss Compensation Obligation of the SoFFin

The charter (Statut) of the Issuer (§ 7(1)) expressly provides for the obligation of SoFFin vis-à-vis the Issuer
and the Federal Financial Markets Stabilisation Agency (Bundesanstalt für Finanzmarktstabilisierung) to (a)
upon demand pay the Issuer such amounts as required to enable the Issuer to pay its obligations (including
the Notes) in full at any time as they fall due and (b) compensate any losses. However, holders of Notes
have no direct recourse against SoFFin.

Negative Pledge

The Notes will not contain a negative pledge provision.

Events of Default and Cross Default

The Notes will provide for events of default entitling holders to demand immediate redemption of the Notes.

The Notes will not provide for a cross-default provision.

Rating

Notes issued pursuant to the Programme may be rated or unrated. The applicable rating for the Notes wil
be specified in the relevant Final Terms.

Distribution

The Notes may be distributed on a syndicated or non-syndicated basis. The method of distribution of each
Tranche will be stated in the Final Terms.

Listing

Application will be made to list and trade Notes to be issued under the Programme if agreed between the
relevant Dealer and the Issuer on the regulated market of the Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse, regulierter Markt), the Munich Stock Exchange and/or any other German stock exchange,
as may be agreed between the Issuer and the relevant Dealer(s). The Programme provides that Notes may
also be listed on the Luxembourg Stock Exchange (Regulated Market "Bourse de Luxembourg") or any
other or further stock exchanges (including stock exchanges in other Member States within the European
Economic Area) or not be listed at all.

Resolutions of Holders

In accordance with the Act on Debt Securities of 2009 (Schuldverschreibungsgesetz "SchVG") the Notes
contain provisions pursuant to which holders may agree by resolution to amend the Terms and Conditions
(with the consent of the Issuer) and to decide upon certain other matters regarding the Notes. Resolutions
of holders properly adopted, either in a meeting of holders or by vote taken without a meeting in accordance
with the Terms and Conditions, are binding upon all holders. Resolutions which do not provide for identical
conditions for all holders are void, unless holders which are disadvantaged expressly consent to their being
treated disadvantageously. In no event, however, may any obligation to make any payment or render any
other performance be imposed on any holder by resolution. Resolutions providing for material amendments
to the Terms and Conditions require a majority of not less than 75% of the votes cast. Resolutions regard-
ing other amendments are passed by a simple majority of the votes cast, subject to a higher majority pro-
vided for in the Terms and Conditions.

Holders' Representative

In accordance with the SchVG the Notes may provide that the holders may by majority resolution appoint a
representative for all holders (the "Holders' Representative"). The responsibilities and functions assigned
to the Holders' Representative appointed by a resolution are determined by the SchVG and by majority res-
olutions of the holders. The Holders' Representative may also be designated in the Terms and Conditions of
the Notes. In such case, the duties, rights and functions of the Holders' Representative are determined by
the relevant provisions of the Terms and Conditions. The Holders' Representative is subject to the instruc-
tions of the holders and its appointment may be revoked at any time by a majority resolution of the holders.