Obligation Deutsch Bank London 3.85% ( XS0924079857 ) en AUD

Deutsch Bank London

100 % ▼

Allemagne

XS0924079857 ( en AUD )

3.85% par an ( paiement annuel )

20/06/2019 - Obligation échue

Prospectus brochure de l'obligation Deutsche Bank (London Branch) XS0924079857 en AUD 3.85%, échue

2 000 AUD

42 900 000 AUD

Deutsche Bank (London Branch) est une succursale de la Deutsche Bank AG, opérant à Londres et fournissant une gamme complète de services bancaires d'investissement et de gestion de fortune à une clientèle internationale.

L'Obligation émise par Deutsch Bank London ( Allemagne ) , en AUD, avec le code ISIN XS0924079857, paye un coupon de 3.85% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/06/2019

Securities Note
19 June 2024
_______________
Deutsche Bank Aktiengesellschaft
(Frankfurt am Main, Germany)
Euro 80,000,000,000
Debt Issuance Programme
Under its Euro 80,000,000,000 Debt Issuance Programme (the "Programme") Deutsche Bank
Aktiengesellschaft (the "Issuer") may from time to time issue notes ("Notes") and Pfandbriefe ("Pfandbriefe"
and together with the Notes, "Securities"), which may be issued on an unsubordinated or a subordinated basis.
The Securities will be denominated in any currency agreed between the Issuer and the relevant Dealer (as
defined below).
This document constitutes a securities note (the "Securities Note") in respect of all Securities issued under the
Programme in accordance with Article 8 (1) of Regulation (EU) 2017/1129 of the European Parliament and of
the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or
admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the "Prospectus
Regulation"), which, together with the registration document dated 6 May 2024 and prepared by the Issuer (as
supplemented by the first supplement dated 27 May 2024 and further supplemented from time to time, the
"Registration Document"), constitutes a base prospectus (as supplemented from time to time, the "Base
Prospectus" or the "Prospectus") in accordance with Article 8 (6) and Article 10 of the Prospectus Regulation.
The Base Prospectus shall supersede and replace the base prospectus dated 19 June 2023 and prepared in
connection with the Programme.
The Base Prospectus (of which this Securities Note forms part) was approved on 19 June 2024 (the "Date of
Approval") by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority under the Prospectus Regulation. The CSSF only approved the Base Prospectus as meeting the
standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation.
Approval by the CSSF should not be considered as an endorsement of the Issuer or the quality of the Securities
that are the subject of this Securities Note. In accordance with Article 6 (4) of the Luxembourg Law of 16 July
2019 on Prospectuses for Securities (loi du 16 juil et 2019 relative aux prospectus pour valeurs mobilières, the
"Luxembourg Prospectus Act"), by approving the Base Prospectus, the CSSF assumes no responsibility for
the economic or financial soundness of the transactions contemplated by this Securities Note or the quality and
solvency of the Issuer. Investors should make their own assessment as to the suitability of investing in the
Securities.
The Issuer has also requested the CSSF to provide the competent authorities in Austria, Belgium, France,
Germany, Ireland, Italy, the Netherlands, Portugal and Spain with a certificate of approval in accordance with
Article 25 (1) of the Prospectus Regulation attesting that the Base Prospectus (of which this Securities Note
forms part) has been drawn up in accordance with the Prospectus Regulation (each, a "Notification"). The
Issuer may request the CSSF to provide competent authorities in additional Member States within the European
Economic Area (the "EEA") with similar Notifications.
Application has also been made by the Issuer to the Luxembourg Stock Exchange for Securities issued under
the Programme to be listed on the Official List of the Luxembourg Stock Exchange and to be admitted to trading
on the Luxembourg Stock Exchange's regulated market or the professional segment of the regulated market of
the Luxembourg Stock Exchange. Securities issued under the Programme may also be admitted to trading on
the regulated market of the Frankfurt Stock Exchange or the regulated market of any other stock exchange
which is, like the regulated market of the Luxembourg Stock Exchange, a regulated market for the purposes of
Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial
instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (as amended, "MiFID II"). Securities

issued under the Programme may also be admitted to trading or listed on the SIX Swiss Exchange or an
unregulated market such as the Open Market (Freiverkehr) of the Frankfurt Stock Exchange or may not be
admitted to trading or listed.
The Base Prospectus (of which this Securities Note forms part) is valid for a period of twelve months
from the Date of Approval, i.e. until (and including) 19 June 2025. The obligation to supplement the Base
Prospectus in the event of a significant new factor, material mistake or material inaccuracy shall not
apply once the Base Prospectus is no longer valid. During its time of validity the Issuer shall not be
obliged to supplement the Base Prospectus in case it is not being used in connection with an issue of
Notes which shall be admitted to trading on a regulated market in the EEA and/or offered to the public
in the EEA in circumstances where no exemption is available under Article 1 (4) and/or Article 3 (2) of
the Prospectus Regulation.
This Securities Note, the Registration Document, any document incorporated by reference in this Securities
Note or the Registration Document and any supplement relating to information contained in this Securities Note
or the Registration Document are available in electronic form on the website of the Luxembourg Stock
Exchange (www.luxse.com/programme/Programme-DeutscheBank/13607) and on the website of the Issuer
(www.db.com under "Investor Relations") and will be viewable on, and obtainable free of charge from, such
websites. For the avoidance of doubt, any information contained in the aforementioned websites or any
other website referred to in this Securities Note (other than the information incorporated by reference in
this Securities Note), does not form part of this Securities Note and has not been scrutinised or
approved by the CSSF.
Arranger
Deutsche Bank

2

IMPORTANT NOTICES
Notice of the aggregate principal amount of Securities, interest (if any) payable in respect of Securities, the
issue price of Securities and certain other information which is applicable to each tranche of Securities (each, a
"Tranche") will be set out in a final terms document (the "Final Terms") which will be filed with the CSSF in
case the Securities are to be admitted to trading on a regulated market in the EEA and/or offered to the public in
the EEA other than in circumstances where an exemption is available under Article 1 (4) or Article 3 (2) of the
Prospectus Regulation.
Copies of Final Terms will be available from the registered office of the Issuer and the specified office set out
below of each of the Paying Agents. In the case of Securities that are to be listed on the Official List of, and
admitted to trading on, the regulated market (including its professional segment) of the Luxembourg Stock
Exchange, the applicable Final Terms will be available on the Luxembourg Stock Exchange's website
(www.luxse.com/programme/Programme-DeutscheBank/13607), but only for so long as such admission to
trading and listing is maintained and the rules of the Luxembourg Stock Exchange or the laws or regulations so
require.
This Securities Note should be read and understood in conjunction with the Registration Document, any
document incorporated by reference in this Securities Note (see the section entitled "Documents Incorporated
by Reference") or the Registration Document and any supplement relating to information contained in the
Securities Note or the Registration Document. Full information on the Issuer and any Securities issued under
the Programme is only available on the basis of the combination of the information contained in this Securities
Note, the Registration Document, any document incorporated by reference in this Securities Note or the
Registration Document, any supplement relating to information contained in this Securities Note or the
Registration Document and the relevant Final Terms.
No person is or has been authorised to give any information or to make any representations, other than those
contained in this Securities Note, in connection with the Programme or the issue and sale of the Securities and,
if given or made, such information or representations must not be relied upon as having been authorised by
Deutsche Bank. Neither the delivery of this Securities Note or the Registration Document nor any sale made
hereunder shall, under any circumstances, create any implication that the information herein is correct as of any
time subsequent to the date hereof.
Neither this Securities Note nor the Registration Document nor any other information supplied in connection
with the Programme or any Securities (i) is intended to provide the basis of any credit or other evaluation or
(ii) should be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this
Securities Note or the Registration Document or any recipient of any other information supplied in connection
with the Programme or any Securities should purchase any Securities. Each investor contemplating purchasing
any Securities should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer. Neither this Securities Note nor the Registration Document nor
any other information supplied in connection with the Programme or the issue of any Securities constitutes an
offer or invitation by or on behalf of the Issuer or any of the Dealers to subscribe for or to purchase any
Securities.
In case of the issuance of any Green Securities or Social Securities (each as defined below), no representation
or assurance is given by the Issuer, the Arranger or the Dealers or any other person as to the suitability of any
such Green Securities or Social Securities (as the case may be), including the listing or admission to trading
thereof on any dedicated "green", "sustainable" or other equivalently-labelled segment of any stock exchange or
securities market (whether or not regulated), to fulfil any present or future investor expectations or requirements
with respect to sustainability or other investment criteria or guidelines which any investor or its investments are
required to comply with under applicable law, its own by-laws or other governing rules or investment portfolio
mandates. Neither the Arranger nor any of the Dealers has undertaken, or is responsible for, any assessment of
the eligibility criteria for Green Assets or Social Assets (each as defined below), any verification of whether the
Green Assets or the Social Assets (as the case may be) meet such criteria or the monitoring of the allocation of
amounts equal to the (net) proceeds of any Green Securities or Social Securities (as the case may be). Neither
the Arranger nor any of the Dealers gives any assurance that sufficient Green Assets or Social Assets (as the
3

case may be) can be identified in or substantially in such manner and/or in accordance with any timing schedule
and that accordingly amounts equal to such proceeds wil be totally or partially allocated for such Green Assets
or Social Assets (as the case may be). Investors should refer to the Issuer's Sustainable Instruments
Framework, the Sustainable Evaluation (as defined below) and any public reporting by or on behalf of the Issuer
in respect of the use of the (net) proceeds of any Green Securities or Social Securities (as the case may be) for
further information. For the avoidance of doubt, neither the Issuer's Sustainable Instruments Framework, the
Sustainable Evaluation nor any such public reporting is, or shall be deemed to be, incorporated in and/or form
part of this Securities Note and may be amended from time to time. No representation or assurance is given by
the Arranger or the Dealers as to the suitability or contents of the Issuer's Sustainable Instruments Framework
and/or the Sustainable Evaluation.
This Securities Note as well as any Final Terms reflect the status as of their respective dates of issue. Neither
the delivery of this Securities Note nor the offering, sale or delivery of any Securities shall in any circumstances
imply that the information contained in the aforementioned related documents is accurate and complete
subsequent to the date hereof or that there has been no adverse change in the financial condition of the Issuer
since such date or that any other information supplied in connection with the Programme is 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.
The Issuer has undertaken for the benefit of any Dealer to amend or supplement the information contained in
this Securities Note and/or the Registration Document by publication of a supplement or publish a new
securities note or registration document in the event of any significant new factor, material mistake or material
inaccuracy relating to the information included in this Securities Note or the Registration Document, as
applicable, which is capable of affecting the assessment of the Securities and which arises or is noted between
the time when the Base Prospectus has been approved and the final closing of any Tranche of Securities
offered to the public in an EEA Member State or, as the case may be, when trading of any Tranche of Securities
on a regulated market of a stock exchange located in an EEA Member State begins.
Prohibition of Sales to Retail Investors in the European Economic Area  If the Final Terms in respect of
any Securities includes a legend entitled "Prohibition of Sales to Retail Investors in the European Economic
Area", the Securities are not intended to be offered, sold or otherwise made available to and, with effect from
such date, should not be offered, sold or otherwise made available to any retail investor in the EEA. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4 (1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament
and of the Council of 20 January 2016 on insurance distribution, as amended (the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4 (1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. If the relevant
Final Terms include the above-mentioned legend, no key information document required by Regulation (EU)
No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling those Securities or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling those
Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
If the Final Terms specify "Prohibition of Sales to Retail Investors in the European Economic Area" as "Not
Applicable", except to the extent sub-paragraph (ii) below may apply, in relation to each Member State of the
EEA (each, a "Relevant Member State"), any offer of Securities will be made pursuant to an exemption under
the Prospectus Regulation from the requirement to publish a prospectus for offers of Securites. Accordingly, any
person making or intending to make an offer in that Relevant Member State of Securities which are the subject
of an offering/placement contemplated in this Securities Note as completed by Final Terms in relation to the
offer of those Securities may only do so (i) in circumstances in which no obligation arises for the Issuer or any
Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer, or (ii) if a prospectus
for such offer has been approved by the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified to the competent authority in that
Relevant Member State and (in either case) published, all in accordance with the Prospectus Regulation,
provided that any such prospectus has subsequently been completed by Final Terms which specify that offers
may be made other than pursuant to Article 1 (4) of the Prospectus Regulation in that Relevant Member State
4

and such offer is made in the period beginning and ending on the dates specified for such purpose in such
prospectus or relevant Final Terms, as applicable, and the Issuer has consented in writing to the use of such
prospectus for the purpose of such offer. Except to the extent sub-paragraph (ii) above may apply, neither the
Issuer nor any Dealer have authorized, nor do they authorize, the making of any offer of Securities in
circumstances in which an obligation arises for the Issuers or any Dealer to publish or supplement a prospectus
for such offer.
Prohibition of Sales to Retail Investors in the United Kingdom  If the Final Terms in respect of any
Securities include a legend entitled "Prohibition of Sales to Retail Investors in the United Kingdom", the
Securites are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU)
2017/565 as it forms part of the domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the United Kingdom
Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under
the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client
as defined in point (8) of Article 2 (1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the
United Kingdom by virtue of the EUWA. Consequently, no key information document required by Regulation
(EU) 1286/2014, as amended, as it forms part of the domestic law of the United Kingdom by virtue of the EUWA
(the "United Kingdom PRIIPs Regulation") for offering or selling the Securities or otherwise making them
available to retail investors in the United Kingdom has been prepared and therefore offering or selling the
Securities or otherwise making them available to any retail investor in the United Kingdom may be unlawful
under the United Kingdom PRIIPs Regulation.
If the relevant Final Terms specify "Prohibition of Sales to Retail Investors in the United Kingdom" as "Not
Applicable", except to the extent sub-paragraph (ii) below may apply, in relation to the United Kingdom, any
offer of Securities will be made pursuant to an exemption under the Prospectus Regulation as it forms part of
the domestic law of the United Kingdom by virtue of the EUWA (the "UK Prospectus Regulation") from the
requirement to publish a prospectus for offers of Securities. Accordingly, any person making or intending to
make an offer in the United Kingdom of Securities which are the subject of an offering/placement contemplated
in this Securities Note as completed by Final Terms in relation to the offer of those Securities may only do so (i)
in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to
section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in
each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent
authority in the United Kingdom and published, all in accordance with the UK Prospectus Regulation, provided
that any such prospectus has subsequently been completed by Final Terms which specify that offers may be
made other than pursuant to Article 1 (4) of the UK Prospectus Regulation and such offer is made in the period
beginning and ending on the dates specified for such purpose in such prospectus or relevant Final, as
applicable, and the Issuer has consented in writing to the use of such prospectus for the purpose of such offer.
Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorized, nor
do they authorize, the making of any offer of Securities in circumstances in which an obligation arises for the
Issuer or any Dealer to publish or supplement a prospectus for such offer.
MiFID II Product Governance / Target Market  The Final Terms in respect of any Securities may include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the
Securities and which channels for distribution of the Securities are appropriate. Any person subsequently
offering, selling or recommending the Securities (a "Distributor") should take into consideration the target
market assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Securities (by either adopting or refining the target market assessment)
and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the product governance
rules under Commission Delegated Directive (EU) 2017/593 (the "MiFID II Product Governance Rules"), any
Dealer subscribing for any Securities is a manufacturer in respect of such Securities, but otherwise neither the
Arranger nor any other Dealer nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID II Product Governance Rules.
5

UK MiFIR Product Governance / Target Market  The Final Terms in respect of any Securities may include a
legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of
the Securities and which channels for distribution of the Securities are appropriate. Any Distributor should take
into consideration the target market assessment; however, a Distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible
for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Securities is a manufacturer in respect of such Securities,
but otherwise neither the Arranger nor any other Dealer nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules.
Neither this Securities Note nor the Registration Document constitutes an offer to sell or the solicitation of an
offer to buy any Securities in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation
in such jurisdiction. The distribution of this Securities Note and the Registration Document and the offer or sale
of Securities may be restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that
this Securities Note or the Registration Document may be lawfully distributed, or that any Securities may be
lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution
or offering. In particular, no action has been taken by the Issuer or the Dealers which would permit a public
offering of any Securities in any jurisdiction (other than any EAA Member State into which the Base Prospectus
(of which this Securities Note forms part) has been notified) or distribution of this Securities Note or the
Registration Document in any jurisdiction where action for that purpose is required. Accordingly, no Securities
may be offered or sold, directly or indirectly, and neither this Securities Note nor the Registration Document nor
any advertisement or other offering material may be distributed or published in any jurisdiction, except under
circumstances that wil result in compliance with any applicable laws and regulations. Persons into whose
possession this Securities Note, the Registration Document or any Securities may come must inform
themselves about, and observe, any such restrictions on the distribution of this Securities Note and the
Registration Document and the offering and sale of Securities. In particular, there are restrictions on the
distribution of this Securities Note and the offer or sale of Securities in the United States, the EEA (in particular
Austria, Belgium, the Czech Republic, France, Ireland, Italy, the Netherlands, Poland and Spain), in Australia,
Hong Kong, Israel, Japan, Saudi Arabia, Singapore, Switzerland, Taiwan, the United Arab Emirates and the
United Kingdom. In making an investment decision, investors must rely on their own examination of the Issuer
and the terms of the Securities being offered, including the merits and risks involved.
The Securities have not been approved or disapproved by the United States Securities and Exchange
Commission or any other securities commission or other regulatory authority in the United States, nor have the
foregoing authorities approved this Securities Note or the Registration Document or confirmed the accuracy or
the adequacy of the information contained in this Securities Note or the Registration Document. Any
representation to the contrary is unlawful. In particular, the Securities have not been and will not be registered
under the United States Securities Act of 1933 (as amended) (the "Securities Act") and may not be offered or
sold in the United States or to, or for the account or benefit of, (a) a "U.S. person" as defined in Regulation S
under the Securities Act, (b) a person other than a "Non-United States person" as defined in Rule 4.7 under the
United States Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act"), or (c) a "U.S.
person" as defined in the Interpretive Guidance and Policy Statement Regarding Compliance with Certain Swap
Regulations promulgated by the Commodity Futures Trading Commission (the "CFTC") pursuant to the
Commodity Exchange Act, or in regulations or guidance adopted under the Commodity Exchange Act (each
such person, a "U.S. person"), unless the Securities are registered under the Securities Act or an exemption
from the registration requirements of the Securities Act is available. See the section entitled "Description of the
Securities  Form of the Securities" for a description of the manner in which Securities will be issued.
The Securities do not constitute, and have not been marketed as, contracts of sale of a commodity for future
delivery (or options thereon) subject to the Commodity Exchange Act, and trading in the Securities has not been
approved by the CFTC pursuant to the Commodity Exchange Act.
6

The Securities are not deposits. The Securities are not insured by the U.S. Federal Deposit Insurance
Corporation or any other agency, and are subject to investment risk, including the possible loss of principal. The
Securities have not been approved or disapproved by the U.S. Federal Deposit Insurance Corporation nor has
the U.S. Federal Deposit Insurance Corporation passed on the adequacy or accuracy of this Securities Note.
Any representation of the contrary is unlawful. The Securities are subordinate to the claims of depositors.
Neither this Securities Note nor the Registration Document nor any Final Terms may be used for the
purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such an offer or solicitation.
Neither this Securities Note nor the Registration Document nor any Final Terms constitutes an offer or an
invitation to subscribe for or purchase any Securities and should not be considered as a recommendation or a
statement of an opinion (or a report of either of those things) by Deutsche Bank, the Dealers or any of them that
any recipient of this Securities Note, the Registration Document or any Final Terms should subscribe for or
purchase any Securities. Each recipient of this Securities Note or any Final Terms shall be taken to have made
its own appraisal of the condition (financial or otherwise) of the Issuer.
None of the Dealers or the Issuer makes any representation to any purchaser of the Securities regarding the
legality of its investment under any applicable laws. Any purchaser of the Securities should be able to bear the
economic risk of an investment in the Securities for an indefinite period of time.
The language of this Securities Note is English. In respect of the issue of any Tranche of Securities under the
Programme, the German text of the terms and conditions applicable to such Securities may be controlling and
binding if specified in the applicable Final Terms.
Pursuant to this Securities Note, Securities may be issued whose interest payments wil be calculated by
reference to a specific benchmark which will be provided by an administrator (the "Benchmark-linked
Securities").
As at the date of this Securities Note, the specific benchmark applicable to an issue of Benchmark-linked
Securities has not yet been determined. However, interest payable under Benchmark-linked Securities may be
calculated by reference to (i) BBSW (Australian Bank Bil Swap Rate), which is provided by ASX Benchmarks
Pty Limited ("ASX"), (ii) EURIBOR (Euro Interbank Offered Rate), which is provided by the European Money
Markets Institute ("EMMI"), (iii) STR (Euro short-term rate) which is provided by the European Central Bank
(the "ECB"), (iv) certain CMS (constant maturity swap) rates which are provided by ICE Benchmark
Administration Limited ("IBA"), (v) NIBOR (Norwegian Interbank Offered Rate), which is provided by Norske
Finansielle Referanser AS ("NoRe"), (vi) SARON (Swiss Average Rate Overnight), which is provided by SIX
Index AG ("SIX") and endorsed for use in the European Union by SIX Financial Information Nordic AB ("SIX
Nordic"), (vii) SOFR (US-Dollar Secured Overnight Financing Rate), which is provided by the Federal Reserve
Bank of New York (the "Federal Reserve"), (vii ) SONIA (Sterling Overnight Index Average), which is provided
by the Bank of England (the "BoE"); (ix) SORA (Singapore Overnight Rate Average), which is provided by the
Monetary Authority of Singapore (the "MAS"), (x) STIBOR (Stockholm Interbank Offered Rate), which is
provided by Swedish Financial Benchmark Facility AB ("SFBF"), (xi) TONA (Tokyo Overnight Average Rate),
which is provided by the Bank of Japan (the "BoJ"), or (xii) another benchmark (any "Other Benchmark").
As at the date of this Securities Note, ASX, EMMI, NoRe and SFBF are included as administrators in the
register of administrators and benchmarks (the "ESMA Register") established and maintained by the European
Securities and Markets Authority ("ESMA") pursuant to Article 36 of Regulation (EU) 2016/1011 of the
European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments
and financial contracts or to measure the performance of investment funds and amending Directives
2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014, as amended (the "Benchmarks Regulation").
As at the date of this Securities Note, SIX is included as administrator of third country benchmarks in the ESMA
Register with SIX Nordic as endorsing administrator.
As at the date of this Securities Note, none of the ECB, IBA, the Federal Reserve, the BoE, the MAS or the BoJ
appear on the ESMA Register. As far as the Issuer is aware,
7

(i)
the transitional provisions in Article 51 (5) of the Benchmarks Regulation (in conjunction with
Commission Delegated Regulation (EU) 2023/2222) apply to IBA, so that certain CMS rates may
currently continue to be used without any equivalence decision, recognition or endorsement, and
(ii)
the exemption set out in point (a) of Article 2 (2) of the Benchmarks Regulation applies to the ECB, the
Federal Reserve, the BoE, the BoJ and the MAS, so that STR, SOFR, SONIA, SORA and TONA may
be used without any equivalence decision, recognition or endorsement.
In case Securities are issued which make reference to any Other Benchmark, the relevant Final Terms will
specify the name of the specific benchmark and the relevant administrator. In such case the Final Terms will
further specify whether the relevant administrator is included in the ESMA Register and, if not, (i) whether the
transitional provisions in Article 51 (5) of the Benchmarks Regulation (in conjunction with Commission
Delegated Regulation (EU) 2023/2222) apply or (ii) whether an exemption pursuant to Article 2 (2) of the
Benchmarks Regulation applies.
U.S. INFORMATION
The Securities in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States of America (the "United States") or its possessions or to United States persons, except
in certain transactions permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings
given to them by the U.S. Internal Revenue Code of 1986 and the Treasury regulations promulgated
thereunder.
NOTICE TO RESIDENTS OF THE KINGDOM OF SAUDI ARABIA
Neither this Securities Note nor the Registration Document may be distributed or advertised in the Kingdom of
Saudi Arabia except to such persons as are permitted under, and in accordance with, the Rules on the Offer of
Securities and Continuing Obligations and the Amended Securities Regulations issued by the Capital Market
Authority of the Kingdom of Saudi Arabia (the "CMA").
The CMA does not make any representation as to the accuracy or completeness of this Securities Note or the
Registration Document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in
reliance upon, any part of this Securities Note or the Registration Document or related marketing materials. A
Capital Market Institution (as defined by the CMA Glossary of Terms) (a "CMI") would be appointed before
circulating any marketing or offering documentation to any prospective purchaser. Prospective purchasers of
the securities offered hereby should conduct their own due diligence on the accuracy of the information relating
to the securities. If you do not understand the contents of this document, you should consult an authorised
financial adviser. Information set forth in this Securities Note may not correspond to the risk profile of a
particular investor, does not take into account one's personal preferences and expectations on risk and/or
profitability and therefore does not constitute an individual investment recommendation for the purposes of
Saudi Arabian securities laws.
STABILISATION MANAGER
In connection with the issue of any Tranche of Securities under the Programme, the Dealer or Dealers (if
any) named as the Stabilisation Manager(s) in the applicable Final Terms (or persons acting on behalf of
any Stabilisation Manager(s)) may, outside Australia (and on a market operated outside Australia) and
in accordance with applicable law, over-allot Securities or effect transactions with a view to supporting
the market price of the Securities at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on
which the adequate public disclosure of the final terms of the offer of the relevant Tranche of Securities
is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after
the issue date of the relevant Tranche of Securities and 60 days after the date of the allotment of the
relevant Tranche of Securities. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in
accordance with all applicable laws and rules.
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ISDA DOCUMENTATION
Investors should consult the Issuer should they require a copy of the 2006 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc.
CERTAIN DEFINED TERMS AND CONVENTIONS
Capitalised terms which are used but not defined in any particular section of this Securities Note wil have the
meaning attributed to them in the section entitled "Terms and Conditions" and the section entitled "Annexes to
the Terms and Conditions", as applicable, or any other section of this Securities Note.
In addition, the following terms as used in this Securities Note have the following meanings: all references to ""
or "EUR" are to Euro, all references to "CHF" are to Swiss Francs, all references to "Sterling" "GBP" and "£"
are to British Pounds, all references to "Yen", "JPY" and "¥" are to Japanese Yen, and all references to "U.S.
dollars", "U.S. $", "USD" and "$" are to United States dollars.
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TABLE OF CONTENTS
Page
Important Notices ..................................................................................................................................................... 3
General Description of the Programme ................................................................................................................ 12
Risk Factors ............................................................................................................................................................ 16
Responsibility Statement ....................................................................................................................................... 40
Consent to Use this Securities Note ..................................................................................................................... 41
Description of the Securities ................................................................................................................................. 42
Description of Interest Rate and Redemption Provisions ............................................................................ 42
Regulatory Bail-in and Other Resolution Measures .................................................................................... 44
Ranking of Unsubordinated Notes .............................................................................................................. 45
Features of Certain Securities ..................................................................................................................... 46
Form of the Securities ................................................................................................................................. 47
Securityholders and Transfer of Interests ................................................................................................... 49
Acceleration of Securities ............................................................................................................................ 49
Fungible Issues of Securities ...................................................................................................................... 49
Pfandbriefe .................................................................................................................................................. 49
Green and Social Securities ........................................................................................................................ 54
Issue Procedures .................................................................................................................................................... 58
Terms and Conditions English Language Version ........................................................................................... 60
Fixed Rate Notes and Zero Coupon Notes (Option I) ................................................................................. 61
Floating Rate Notes (Option II) ................................................................................................................. 101
Fixed Rate Pfandbriefe and Zero Coupon Pfandbriefe (Option III) ........................................................... 171
Floating Rate Pfandbriefe (Option IV) ....................................................................................................... 189
Notes with Interest Switch (Option V) ....................................................................................................... 237
Terms and Conditions German Language Version ........................................................................................ 313
Festverzinsliche Anleihen und Nullkupon-Anleihen (Option I) .................................................................. 314
Variabel verzinsliche Anleihen (Option II) ................................................................................................. 361
Festverzinsliche Pfandbriefe und Nullkupon-Pfandbriefe (Option III) ....................................................... 440
Variabel verzinsliche Pfandbriefe (Option IV) ........................................................................................... 459
Anleihen mit Zinswechsel (Option V) ........................................................................................................ 512
Form of Final Terms ............................................................................................................................................. 598
Taxation ................................................................................................................................................................. 657
Clearing Systems .................................................................................................................................................. 658
Selling Restrictions .............................................................................................................................................. 659
United States ............................................................................................................................................. 659
Prohibition of Sales to Retail Investors in the European Economic Area .................................................. 659
Australia .................................................................................................................................................... 660
Austria ....................................................................................................................................................... 661
Belgium ..................................................................................................................................................... 661
Czech Republic ......................................................................................................................................... 662
France ....................................................................................................................................................... 663
Hong Kong ................................................................................................................................................ 663
Ireland ....................................................................................................................................................... 663
Israel ......................................................................................................................................................... 664
Italy ............................................................................................................................................................ 665
Japan ........................................................................................................................................................ 665
Netherlands ............................................................................................................................................... 665
Poland ....................................................................................................................................................... 666
Saudi Arabia .............................................................................................................................................. 666
Singapore .................................................................................................................................................. 667
Spain ......................................................................................................................................................... 667
Switzerland ................................................................................................................................................ 668
Taiwan ....................................................................................................................................................... 668
United Arab Emirates ................................................................................................................................ 669
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