Obligation DZ BANK AG 1.55% ( XS1438039452 ) en EUR

DZ BANK AG

100 % ⇌

Allemagne

XS1438039452 ( en EUR )

1.55% par an ( paiement annuel )

26/06/2041

Prospectus brochure de l'obligation DZ BANK AG Deutsche Zentral-Genossenschaftsbank Frankfurt am Main XS1438039452 en EUR 1.55%, échéance 26/06/2041

100 000 EUR

220 000 000 EUR

27/06/2026 ( Dans 300 jours )

DZ BANK AG est une banque coopérative allemande, basée à Francfort, qui fournit des services financiers aux banques coopératives régionales et à leurs clients.

L'Obligation émise par DZ BANK AG ( Allemagne ) , en EUR, avec le code ISIN XS1438039452, paye un coupon de 1.55% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/06/2041

This document constitutes the base prospectus for the purposes of Article 8 (1) of Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended, in respect of
non-equity securities (the "Covered Notes Issuance Programme Prospectus" or the "Prospectus").

Covered Notes Issuance Programme Prospectus
4 June 2021

DZ BANK AG
Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
Frankfurt am Main, Federal Republic of Germany

as Issuer

Covered Notes Issuance Programme (the "Programme")

Application has been made to the Luxembourg Stock Exchange for the notes to be issued under this Programme
(the "Covered Notes") to be admitted to trading on the Regulated Market "Bourse de Luxembourg" which is 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 amending Directive 2002/92/EC and Directive 2011/61/EU, as
amended (the "MiFID II Directive"), and to be listed on the Official List of the Luxembourg Stock Exchange.
Covered Notes issued under this Programme may also be listed on the Frankfurt Stock Exchange, Düsseldorf
Stock Exchange and on other or further stock exchanges or may not be listed at al .

This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") as
competent authority under Regulation (EU) 2017/1129 of the European Parliament and of the Counsil of 14 June
2017, as amended (the "Prospectus Regulation") and the law of 16 July 2019 on Prospectuses for Securities
(Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières) (the "Luxembourg Law"). By approving
this Prospectus, CSSF gives no undertaking as to the economic or financial soundness of the operation or the
quality or solvency of the Issuer pursuant to Article 6 (4) of the Luxembourg Law. The CSSF only approves this
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Such an approval should not be considered as an endorsement of the Issuer and of the
quality of the Covered Notes that are the subject of this Prospectus. Investors should make their own assessment
as to the suitability of investing in the Covered Notes.

The Issuer has also requested the CSSF to provide and to provide the competent authorities in the Federal
Republic of Germany, the Republic of Austria, Ireland and the Kingdom of the Netherlands with a certificate of
approval attesting that this Prospectus 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 host Member
States within the European Economic Area with a Notification.

Arranger

DZ BANK AG

Dealers

DZ BANK AG
DZ PRIVATBANK S.A.

This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and on the website of DZ BANK AG (www.dzbank.de). This Prospectus is valid for a period of 12
months from its date of approval. The validity of this Prospectus will expire on 4 June 2022. The obligation
to supplement this Prospectus in the event of significant new factors, material mistakes or material
inaccuracies does not apply when this Prospectus is no longer valid.

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NOTICE

Relevant Inforamtion

This Prospectus should be read and understood in conjunction with any supplement to this Prospectus
and with any other document incorporated herein by reference. Full information on DZ BANK AG
Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main ("DZ BANK", "DZ BANK AG" or the
"Issuer") and any Tranche (as defined in this Prospectus) of Covered Notes is only available on the
basis of the combination of this Prospectus and the relevant final terms (the "Final Terms").

The Issuer has confirmed to the dealers set forth on the cover page of this Prospectus, any additional
Dealer appointed under this Programme from time to time by the Issuer (each a "Dealer" and together
the "Dealers") that this Prospectus contains all information with regard to the Issuer and the Covered
Notes which is material in the context of this Programme and the issue and offering of Covered Notes
thereunder; that the information contained in this Prospectus with respect to the Issuer and the
Covered Notes is accurate in all material respects and is not misleading; that any opinions and
intentions expressed herein with respect to the Issuer and the Covered Notes are honestly held; that
there are no other facts with respect to the Issuer or the Covered Notes the omission of which would
make this Prospectus as a whole or any of such information or the expression of any such opinions or
intentions misleading and that the Issuer has made all reasonable enquiries to ascertain all facts
material for the purposes aforesaid.

The Issuer has undertaken with the Dealers (i) to publish a supplement to this Prospectus or publish a
new Prospectus if and when the information in this Prospectus should become material y inaccurate or
incomplete or in the event of any significant new factor, material mistake or material inaccuracy
relating to the information included in this Prospectus which may affect the assessment of the Covered
Notes and, (ii) to have such document approved by the CSSF.

Unauthorised Information

No person has been authorised to give any information which is not contained in, or not consistent
with, this Prospectus or any other document entered into or any other information supplied by the
Issuer in relation to this Programme or any information supplied by the Issuer or such other
information in the public domain or such other information in the public domain in connection with this
Programme and, if given or made, such information must not be relied upon as having been
authorised by the Issuer, the Dealers or any of them.

Neither the Arranger nor any of the Dealers, any financial intermediaries or any other person
mentioned in this Prospectus, excluding the Issuer, is responsible for the information contained in this
Prospectus or any supplement to this Prospectus or any Final Terms or any other document
incorporated herein by reference, and, accordingly and to the extent permitted by the laws of any
relevant jurisdiction, none of these persons accepts any responsibility for the accuracy or
completeness of the information contained in any of these documents.

This Prospectus is valid for 12 months after its date of approval and this Prospectus and any
supplement to this Prospectus as wel as any Final Terms reflect the status as at their respective
dates of issue. The delivery of this Prospectus, any supplement to this Prospectus or any Final Terms
and the offering, sale or delivery of any Covered 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 situation of the Issuer since
such date or that any other information supplied in connection with this Programme is accurate at any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.

Restrictions on Distribution

For a description of restrictions applicable in the Member States of the European Economic Area in
general, the United States of America, the United Kingdom of Great Britain and Northern Ireland
("United Kingdom" or "UK"), Japan, Hong Kong, Taiwan and the Republic of Korea, see "Selling
Restrictions" below. In particular, the Covered Notes have not been and will not be registered under
the United States Securities Act of 1933, as amended, and are subject to tax law requirements of the

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United States of America. Subject to certain exceptions, Covered Notes may not be offered, sold or
delivered within the United States of America or to U.S. persons.

Language of this Prospectus

The language of this Prospectus is English. Any part of this Prospectus in the German language
constitutes a translation. In respect of the issue of any Tranche of Covered Notes under this
Programme, the German text of the Conditions (as defined in this Prospectus) may be control ing and
binding if so specified in the Final Terms. The Issuer confirms that, to the best of its knowledge, the
non-binding English text of the Conditions correctly and adequately reflects the binding German
language version of the Conditions.

Use of this Prospectus

Each Dealer and/or each further financial intermediary, if any, subsequently reselling or final y placing
the Covered Notes issued under this Programme are entitled to use this Prospectus as set out in
"Consent to use the Prospectus".

This Prospectus, any supplement to this Prospectus and any Final Terms may only be used for the
purpose for which they have been published.

This Prospectus, any supplement to this Prospectus and any Final Terms may not 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.

This Prospectus, any supplement to this Prospectus and any Final Terms do not constitute an offer or
an invitation to any person to subscribe for or to purchase any Covered Notes.

Stabilisation

In connection with the issue of any Tranche of Covered Notes under this Programme, the
Dealer or Dealers (if any) named as the stabilising manager(s) (or persons acting on behalf of
any stabilising manager(s)) in the applicable Final Terms may over-allot Covered Notes or
effect transactions with a view to supporting the market price of the Covered Notes at a level
higher than that which might otherwise prevail. However, stabilisation may not necessarily
occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of the Covered Notes is made and, if
begun, may cease at any time, but it must end no later than the earlier of 30 days after the
issue date of the relevant Tranche of Covered Notes and 60 days after the date of the allotment
of the relevant Tranche of Covered Notes. Any stabilisation action or over-allotment must be
conducted by the relevant stabilising manager(s) (or person(s) acting on behalf of any
stabilising manager(s)) in accordance with all applicable laws and rules.

MIFID II PRODUCT GOVERNANCE

The Final Terms in respect of any Covered Notes may include a legend entitled "MIFID II PRODUCT
GOVERNANCE" which wil outline the target market assessment in respect of the Covered Notes and
which channels for distribution of the Covered Notes are appropriate. Any person subsequently
offering, selling or recommending the Covered Notes (a "Distributor") should take into consideration
the target market assessment; however, a Distributor subject to the MiFID II Directive is responsible
for undertaking its own target market assessment in respect of the Covered Notes (by either adopting
or refining the target market assessment) and determining appropriate distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under Commission Delegated Directive (EU) 2017/593 of 7 April 2016 (the
"MiFID Product Governance Rules"), any Dealer subscribing for any Covered Notes is a
manufacturer in respect of such Covered Notes, but otherwise neither the Arranger nor the Dealers
nor any of their respective affiliates wil be a manufacturer for the purpose of the MiFID Product
Governance Rules.

4
UK MIFIR PRODUCT GOVERNANCE

The Final Terms in respect of any Covered Notes may include a legend entitled "UK MIFIR PRODUCT
GOVERNANCE" which wil outline the target market assessment in respect of the Covered Notes and
which channels for distribution of the Covered Notes are appropriate. Any person subsequently
offering, selling or recommending the Covered Notes (a "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 Covered Notes (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 Covered Notes is a manufacturer in
respect of such Covered Notes, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance
Rules.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS

If the Final Terms in respect of any Covered Notes include a legend entitled "PROHIBITION OF
SALES TO EEA RETAIL INVESTORS", the Covered Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). 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 the MiFID II
Directive; or (ii) a customer within the meaning of Directive EU 2016/97, where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of the MiFID II Directive; or
(i i) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for
offering or selling the Covered Notes or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Covered Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS

If the Final Terms in respect of any Covered Notes include a legend entitled "PROHIBITION OF
SALES TO UK RETAIL INVESTORS", the Covered Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the 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) No 2017/565 as it
forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000
("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 UK law by virtue of the EUWA; or (i i) not a qualified
investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the
EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it
forms part of UK law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or sel ing the
Covered Notes or otherwise making them available to retail investors in the UK has been prepared
and therefore offering or selling the Covered Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.

BENCHMARKS REGULATION

Interest amounts payable under Floating Rate Covered Notes or Fixed to Floating Rate Covered
Notes are calculated by reference to (i) EURIBOR (Euro Interbank Offered Rate) which is provided by
the European Money Markets Institute (the "EMMI") or (i ) LIBOR (London Interbank Offered Rate)
which is provided by the ICE Benchmark Administration Limited (the "IBA") or (i i) the CMS swap

5
rate(s) which is/are also provided by IBA. As at the date of approval of this Prospectus, EMMI appears
and IBA does not appear on the register of administrators and benchmarks established and
maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the
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, as amended ("Benchmarks Regulation").
As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation
apply, such that IBA is not currently required to obtain recognition, endorsement or equivalence.

FORWARD-LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements. A forward-looking statement is a
statement that does not relate to historical facts and events. Forward-looking statements are based on
analyses or forecasts of future results and estimates of amounts not yet determinable or foreseeable.
These forward-looking statements may be identified by the use of terms and phrases such as
"anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will"
and similar terms and phrases, including references and assumptions. This applies, in particular, to
statements in this Prospectus containing information on future earning capacity, plans and
expectations regarding DZ BANK's business and management, its growth and profitability, and
general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that
the Issuer makes to the best of its present knowledge. These forward-looking statements are subject
to risks, uncertainties and other factors which could cause actual results, including DZ BANK's
financial condition and results of operations, to differ materially from and be worse than results that
have expressly or implicitly been assumed or described in these forward-looking statements. DZ
BANK's business is also subject to a number of risks and uncertainties that could cause a forward-
looking statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly,
investors are strongly advised to read the following sections of this Prospectus: "Risk Factors" and
"DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main". These sections include
more detailed descriptions of factors that might have an impact on DZ BANK's business and the
markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may
not occur. In addition, neither the Issuer nor the Dealers assume any obligation, except as required by
law, to update any forward-looking statement or to conform these forward-looking statements to actual
events or developments.

6
TABLE OF CONTENTS

Page

GENERAL DESCRIPTION OF THE PROGRAMME .............................................................................. 8
General ...... ............................................................................................................................................. 8
Description of Covered Notes ............................................................................................................... 10
Issue Procedures ................................................................................................................................... 10
RISK FACTORS .................................................................................................................................... 12
Risk Factors specific and material to the Issuer .................................................................................... 12
Risk Factors specific and material to the Covered Notes ..................................................................... 27
RESPONSIBILITY STATEMENT ......................................................................................................... 33
CONSENT TO USE THE PROSPECTUS ............................................................................................ 34
DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN ....... 35
Statutory Auditors .................................................................................................................................. 35
Information about DZ BANK .................................................................................................................. 35
Business Overview ................................................................................................................................ 39
Organisational Structure ........................................................................................................................ 42
Trend Information .................................................................................................................................. 44
Administrative, Management and Supervisory Bodies .......................................................................... 45
Share Capital ......................................................................................................................................... 50
Major Shareholders ............................................................................................................................... 50
Financial Information concerning the Issuer´s Assets and Liabilities, Financial Position and Profits and
Losses ...... ........................................................................................................................................... 50
Material Contracts ................................................................................................................................. 51
Documents available ............................................................................................................................. 52
Third party information ........................................................................................................................... 52
TERMS AND CONDITIONS OF THE COVERED NOTES (ENGLISH LANGUAGE VERSION) ........ 53
1. ... Terms and Conditions of Fixed Rate Covered Notes ..................................................................... 54
2. ... Terms and Conditions of Floating Rate Covered Notes ................................................................. 61
3. ... Terms and Conditions of Zero Coupon Covered Notes ................................................................. 74
4. ... Terms and Conditions of Fixed to Floating Rate Covered Notes ................................................... 80
TERMS AND CONDITIONS OF THE COVERED NOTES (GERMAN LANGUAGE TRANSLATION)94
1. ... Anleihebedingungen für festverzinsliche Gedeckte Schuldverschreibungen ................................. 95
2. ... Anleihebedingungen für variabel verzinsliche Gedeckte Schuldverschreibungen ....................... 102
3. ... Anleihebedingungen für Nul kupon Gedeckte Schuldverschreibungen........................................ 116
4. ... Anleihebedingungen für fest- zu variabel verzinsliche Gedeckte Schuldverschreibungen .......... 123
MIFID II PRODUCT GOVERNANCE .................................................................................................. 138
UK MIFIR PRODUCT GOVERNANCE ............................................................................................... 139
PROHIBITION OF SALES TO EEA RETAIL INVESTOR .................................................................. 140
PROHIBITION OF SALES TO UK RETAIL INVESTORS .................................................................. 141
FORM OF FINAL TERMS ................................................................................................................... 142
Introduction ......................................................................................................................................... 144
PART II/1: Additional Information related to Retail Non-Equity Covered Notes .................................. 165
PART II/1: Additional Information related to Wholesale Non-Equity Covered Notes .......................... 172
PART II/2: Additional Information ........................................................................................................ 175
TAXATION ......................................................................................................................................... 179
SELLING RESTRICTIONS ................................................................................................................. 180
General ...... ......................................................................................................................................... 180
United States of America ..................................................................................................................... 180

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European Economic Area.................................................................................................................... 182
United Kingdom ................................................................................................................................... 183
Japan ...... ......................................................................................................................................... 184
Hong Kong . ......................................................................................................................................... 184
Taiwan ...... ......................................................................................................................................... 185
Republic of Korea ................................................................................................................................ 185
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 186
General ...... ......................................................................................................................................... 186
Availability of Documents incorporated by Reference ......................................................................... 186
Comparative Table of Documents incorporated by Reference ........................................................... 186
NAMES AND ADDRESSES ............................................................................................................... 191

8
GENERAL DESCRIPTION OF THE PROGRAMME
GENERAL

Authorisation

The establishment of the Programme and the unlimited Programme amount has been authorised by a
resolution of the Board of Managing Directors of DZ BANK on 4 May 2016.

The 2021 update of the Programme and the issuance of the types of Covered Notes thereunder has
been authorised by the responsible Members of the Board of Managing Directors of DZ BANK on
8 March 2021. Each Tranche of Covered Notes under the Programme wil be issued pursuant to
internal rules of DZ BANK.

Programme Limit

Under this Programme, Notes may be issued and outstanding in an unlimited aggregate principal
amount.

Dealers

Under this Programme the Issuer may from time to time issue Covered Notes to one or more of the
following Dealers: DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, DZ
PRIVATBANK S.A. and any additional Dealer appointed under this Programme from time to time by
the Issuer, which appointment may be for a specific issue or on an ongoing basis.

Tranches/Series

Covered Notes will be issued in Tranches, each Tranche consisting of Covered Notes which are
identical in all respects. One or more Tranches, which are expressed to be consolidated and forming a
single series and identical in al respects, but may have different issue dates, issue prices and/or dates
for first interest payments, may form a series (the "Series") of Covered Notes. Further Covered Notes
may be issued as part of an existing Series. The specific terms of each Tranche will be set forth in the
Final Terms.

Transferability of the Covered Notes

The Covered Notes issued under this Programme are freely transferable without any limitation.

Offer of the Covered Notes

The Covered Notes may be offered to qualified and non-qualified investors, unless the applicable Final
Terms include a legend entitled "PROHIBITION OF SALES TO EEA RETAIL INVESTORS" and/or
"PROHIBITION OF SALES TO UK RETAIL INVESTORS".

Currency

Subject to any applicable legal or regulatory restrictions and requirements of relevant central banks,
the Issuer may issue Covered Notes in euro or any other currency as agreed by the Issuer and the
relevant Dealer(s).

Denomination

Covered Notes will be issued in such denominations as may be agreed between the Issuer and the
relevant Dealer(s) and as indicated in the Final Terms, save that the minimum denomination of the
Covered Notes wil be, if in euro, EUR 1,000, or, if in any currency other than euro, in an amount in
such other currency equal to or exceeding the equivalent of EUR 1,000 at the time of the issue of the
Covered Notes.

9
Issue Price

Covered Notes may be issued at an issue price which is at par or at a discount to, or premium over,
par as stated in the Final Terms. If the issue price is not specified in the Final Terms, it wil be
determined at the time of pricing on the basis of a yield which will be determined on the basis of the
orders of the investors which are received by the relevant Dealer(s) during the offer period. Orders wil
specify a minimum yield and may only be confirmed at or above such yield. The resulting yield wil be
used to determine an issue price, al to correspond to the yield.

Governing Law

The Covered Notes will be governed by German law.

Method of Calculating the Yield

If Covered Notes with fixed interest rates are not redeemable prior to their maturity, the yield for such
Covered Notes will be calculated by the use of the ICMA (International Capital Market Association)
method which determines the effective interest rate of notes taking into account accrued interest on a
daily basis.

Rating of the Covered Notes

Covered Notes issued pursuant to this Programme may be rated or unrated. A rating is not a
recommendation to buy, sel or hold Covered Notes issued under this Programme 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 Covered Notes issued under this Programme
may adversely affect the market price of the Covered Notes issued under this Programme.

Approval, Admission to Trading and Listing of the Covered Notes

This Prospectus has been approved by the CSSF as competent authority under the Prospectus
Regulation and the Luxembourg Law. By approving this Prospectus, CSSF gives no undertaking as to
the economic or financial soundness of the operation or the quality and solvency of the Issuer
pursuant to Article 6 (4) of the Luxembourg Law. The CSSF only approves this Prospectus as meeting
the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Such an approval should not be considered as an endorsement of the Issuer and of the
quality of the Covered Notes that are the subject of this Prospectus. Investors should make their own
assessment as to the suitability of investing in the Covered Notes.

Application has been made to the Luxembourg Stock Exchange for Covered Notes issued under this
Programme to be admitted to trading on the Regulated Market "Bourse de Luxembourg" which is a
regulated market for the purposes of the MiFID II Directive, and to be listed on the Official List of the
Luxembourg Stock Exchange. This Programme provides that Covered Notes may be listed on other or
further stock exchanges including, but not limited to, the Frankfurt Stock Exchange or Düsseldorf
Stock Exchange, as may be agreed between the Issuer and the relevant Dealer(s) in relation to each
Series. Covered Notes may further be issued under this Programme which will not be listed on any
stock exchange.

As long as any Covered Notes are outstanding and listed on the Official List of the Luxembourg Stock
Exchange, information wil be communicated to the holders (each a "Holder") of the Covered Notes in
accordance with Luxembourg Stock Exchange regulations and recommendations.

Notification

The Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of
Germany, the Republic of Austria, Ireland and the Kingdom of the Netherlands with a certificate of
approval attesting that this Prospectus has been drawn up in accordance with the Prospectus
Regulation. The Issuer may request the CSSF to provide competent authorities in additional host
Member States within the European Economic Area with a Notification. In this case, the Issuer wil
publish a supplement to this Prospectus in accordance with Article 23 of the Prospectus Regulation
and Article 18 (1) (g) of Commission Delegated Regulation (EU) 2019/979 of 14 March 2019, as
amended.

10

Clearing Systems

Covered Notes wil be accepted for clearing through one or more clearing systems as specified in the
Final Terms. These clearing systems will include those operated by Clearstream Banking AG,
Mergenthaleral ee 61, 65760 Eschborn, Federal Republic of Germany ("CBF"), Clearstream Banking
S.A., 42 Avenue JF Kennedy, 1855 Luxembourg, Grand Duchy of Luxembourg ("CBL") and/or
Euroclear Bank SA/NV, 1, Boulevard du Roi Albert II, 1210 Brussels, Kingdom of Belgium
("Euroclear").

Eurosystem Eligibility

If specified in the Final Terms, the Covered Notes are intended to be held in a manner, which would
allow Eurosystem eligibility. Therefore, the Covered Notes wil be deposited initially upon issue with in
the case of (i) a new global note, either CBL or Euroclear as common safekeeper or, (i ) a global note,
CBF. It does not necessarily mean that the Covered Notes will be recognised as eligible collateral for
Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at
any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem
eligibility criteria.

Agents

Deutsche Bank Aktiengesellschaft with its registered office in Frankfurt am Main wil act as fiscal agent
(the "Fiscal Agent"), or DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
with its registered office in Frankfurt am Main will act as German fiscal agent (the "German Fiscal
Agent"). DZ PRIVATBANK S.A., Luxembourg, Grand Duchy of Luxembourg, and other institutions, al
as indicated in the applicable Final Terms will act as paying agents (the "Paying Agents"). DZ
PRIVATBANK S.A., Luxembourg wil also act as Luxembourg listing agent (the "Luxembourg Listing
Agent").

DESCRIPTION OF COVERED NOTES

Like its predecessor bank DG BANK, which was established as a corporation under public law, the
Issuer may issue Covered Notes (so-called DZ BANK Briefe) under the terms of section 9 of the Act
Governing the Transformation of Deutsche Genossenschaftsbank (Gesetz zur Umwandlung der
Deutschen Genossenschaftsbank (DG Bank-Umwandlungsgesetz) "DG UmwG") since 1998. In
general, the Covered Notes of the Issuer are admitted to trading on the regulated market of the
Frankfurt Stock Exchange.

The Covered Notes are characterised by their special default protection for investors, which is
anchored in the DG UmwG. The Covered Notes are backed by DZ BANK as debtor as wel as by a
cover pool which under the terms of section 9 (2) of the DG UmwG consists of statutory cover assets
including loans secured by mortgages on real estate, mortgage-backed Pfandbriefe
(Hypothekenpfandbriefe) and public-sector Pfandbriefe (Öffentliche Pfandbriefe) as wel as loans and
advances to affiliated cooperative banks and to which creditors have a senior claim. The value of the
cover pool must correspond at least to the total nominal amount of the issued and outstanding
Covered Notes including interest. Under the terms of section 9 (5) of the DG UmwG, a trustee
appointed by BaFin ensures that the issuance, administration and col ateralization of the Covered
Notes comply with the statutory requirements, the provisions of the Articles of Association, and the
terms and conditions of the Covered Notes.

ISSUE PROCEDURES

Conditions

The Issuer and the relevant Dealer(s) will agree on the terms and conditions applicable to each
particular Tranche of Covered Notes (the "Conditions"). The Conditions wil be constituted by the
Terms and Conditions of the Covered Notes set out on pages 53 to 93 of this Prospectus (the "Terms