Bond Badenia-Wuerttemberg Bank 0% ( XS0122594921 ) in EUR

Badenia-Wuerttemberg Bank

100 % ▲

Germany

XS0122594921 ( in EUR )

21/01/2041

Prospectus brochure of the bond Landesbank Baden-Wuerttemberg (LBBW) XS0122594921 en EUR 0%, maturity 21/01/2041

1 000 EUR

32 783 000 EUR

Landesbank Baden-Württemberg (LBBW) is a German public-sector bank headquartered in Stuttgart, offering a wide range of financial services to corporate and public-sector clients, both domestically and internationally.

The Bond issued by Badenia-Wuerttemberg Bank ( Germany ) , in EUR, with the ISIN code XS0122594921, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 21/01/2041

OFFERING CIRCULAR
Dated 18 August 2004
Landesbank Sachsen Girozentrale
(Established as a credit institution under public law in the Federal Republic of Germany)
Sachsen LB Europe plc
(Established as a credit institution in the Republic of Ireland)
Euro 30,000,000,000
Euro Medium Term Note Programme
Under this Euro 30,000,000,000 Euro Medium Term Note Programme (the "Programme"), Landesbank Sachsen Girozentrale (the "Bank") and Sachsen LB
Europe plc ("SLB Europe" and, together with the Bank, the "Issuers" and each, in relation to Notes issued by it, an "Issuer") may from time to time issue notes (the
"Notes" which will include Senior Notes and Subordinated Notes in bearer form (each as defined herein) and will also if Notes will be issued by the Bank, include
mortgage and public sector Pfandbriefe in bearer or registered form (the "Pfandbriefe") unless specified otherwise herein).
The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed Euro 30,000,000,000 (or its equivalent in other currencies
calculated as described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 7 and any additional Dealer appointed under the Programme
from time to time, which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers"). The Programme is, and Notes
issued under it may be, denominated in "Euro".
Application has been made to list Notes (including Pfandbriefe) in bearer form issued pursuant to the Programme on the Luxembourg Stock Exchange during
the period of 12 months after the date of this Offering Circular. Application has also been made by SLB Europe to the Irish Stock Exchange Limited (the "Irish Stock
Exchange") for the Notes issued by SLB Europe under the Programme within 12 months of this Offering Circular to be admitted to the Official List of the Irish Stock
Exchange (the "Official List"). Pfandbriefe issued by the Bank under the Programme in registered form will not be listed on the Luxembourg Stock Exchange. Notice
of the aggregate nominal amount of, interest (if any) payable in respect of, the issue price of, and any other Terms and Conditions not contained herein which are
applicable to, the Notes of each Series will be set forth in a pricing supplement (the "Pricing Supplement") which, with respect to Notes to be admitted to the
Luxembourg Stock Exchange and, if relevant in the case of SLB Europe, to the Irish Stock Exchange, will be delivered to the Luxembourg Stock Exchange and, if
relevant in the case of SLB Europe, to the Irish Stock Exchange on or before the date of issue of the Notes of such Series.
This document (except as provided herein) comprises listing particulars ("Listing Particulars") approved by the Irish Stock Exchange in relation only to Notes
to be issued by SLB Europe during the period of 12 months from the date of these Listing Particulars. A copy of these Listing Particulars have been delivered for
registration to the Registrar of Companies in Ireland as required by the European Communities (Stock Exchange) Regulations 1984 (as amended) of Ireland. Copies
of each Offering Circular Supplement and Pricing Supplement will be available from the specified office set out below of each of the Paying Agents.
If, in the future, an issue of Notes is to be effected under the Programme through a Financing Vehicle (as such term is defined in the Programme Terms and
Conditions of the Notes), the legal contracts prepared in connection with the Programme will be amended and a supplement to this Offering Circular will be prepared.
The Programme provides that Notes (including Pfandbriefe) in bearer form may be listed on such other or further stock exchange(s) as may be agreed between
the relevant Issuer and the relevant Dealer. The Issuers may also issue unlisted Notes. The applicable Pricing Supplement or, as the case may be, Supplemental Offering
Circular, in respect of a Series will specify whether or not such Notes, in the case of SLB Europe, will be listed on the Irish Stock Exchange (or any other Stock
Exchange).
References in this Offering Circular to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer,
be to all Dealers agreeing to purchase such Notes.
The Notes of each Series will initially be represented by a temporary global note (each a "Temporary Global Note") which will be deposited on or before the
issue date thereof with a common depositary on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société
anonyme ("Clearstream, Luxembourg") and/or any other agreed clearance system and which will be exchangeable for a permanent global note (each a "Permanent
Global Note") upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury regulations. A Permanent Global Note will be exchangeable for
definitive Notes (in whole but not in part) in limited circumstances (unless otherwise specified in the applicable Pricing Supplement), all as further described in "Form
of the Notes" below.
The Notes issued under the Programme by the Bank have been rated by Fitch Ratings, Ltd., Moody's Investors Service, Inc. and Standard & Poor's Ratings
Services, a Division of The McGraw-Hill Companies, Inc. The Notes issued under the Programme by SLB Europe have been rated by Standard & Poor's Ratings
Services and Fitch Ratings, Ltd.. Notes issued pursuant to the Programme may be rated or unrated. Where an issue of Notes is rated, its rating will not necessarily be
the same as the rating applicable to the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating agency.
The Issuers may agree with any Dealer and the Issuing Agent that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes
in which case the applicable Pricing Supplement will specify the form and the Terms and Conditions of such Notes.
This Offering Circular is only valid for one year from its date and supersedes and replaces the Offering Circular dated 19 August 2003 issued by the Issuers.
The Issuers will prepare a supplemental offering circular in case of a significant change in their financial position or in case of modifications in the terms and conditions.
Arranger
Merrill Lynch International
Dealers
Barclays Capital
CALYON Corporate and Investment Bank
Citigroup
Credit Suisse First Boston
Deutsche Bank
Goldman Sachs International
JPMorgan
Lehman Brothers
Merrill Lynch International
Mizuho International plc
Morgan Stanley

SLB Europe (as regards matters concerning itself and Notes issued or to be issued by it) and the Bank accept
responsibility for the information contained in this Offering Circular. To the best of the knowledge and belief of the
Issuers (having made all reasonable enquiries) the information contained in this Offering Circular is in accordance
with the facts and does not omit anything likely to affect the import of such information.
Neither the Dealers nor the Arranger (as defined on page 7) have separately verified the information contained
herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the Dealers or the Arranger as to the accuracy or completeness of the information contained
in this Offering Circular or any other information provided by the Issuers in connection with the Programme or the
Notes or their distribution. The statements made in this paragraph are made without prejudice to the responsibility
of the Issuers under the Programme.
No person is or has been authorised to give any information or to make any representation not contained in or
not consistent with this Offering Circular or any other information supplied in connection with the Programme or the
Notes and, if given or made, such information or representation must not be relied upon as having been authorised
by any of the Issuers or any of the Dealers or the Arranger.
Neither this Offering Circular nor any other information supplied in connection with the Programme or any
Notes:
(i)
is intended to provide the basis of any credit or other evaluation; or
(ii) should be considered as a recommendation or constituting an invitation or offer by any of the Issuers or
any of the Dealers or the Arranger that any recipient of this Offering Circular or any other information
supplied in connection with the Programme or any Notes should purchase any Notes.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of any of the Issuers. Neither this
Offering Circular nor any other information supplied in connection with the Programme or the issue of any Notes
constitutes an offer by or on behalf of the Issuers or any of the Dealers or the Arranger to any person to subscribe
for or to purchase any Notes.
The delivery of this Offering Circular does not at any time imply that the information contained herein
concerning the Issuers is correct at any time subsequent to the date hereof or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date indicated in the document containing
the same. The Dealers and the Arranger expressly do not undertake to review the financial condition or affairs of the
Issuers during the life of the Programme. Investors should review, inter alia, the most recently published audited
annual consolidated and non-consolidated financial statements of the Bank and the most recently published audited
annual non-consolidated financial statements of SLB Europe when deciding whether or not to purchase any Notes.
The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuers, the Dealers and the Arranger do not represent that this document may be lawfully
distributed, or that any Notes 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 Issuers or the Dealers
or the Arranger which would permit a public offering of any Notes or distribution of this document in any jurisdiction
where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and
neither this Offering Circular nor any advertisement or other offering material may be distributed or published in
any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations
and the Dealers have represented that all offers and sales by them will be made on the same terms. Persons into
whose possession this Offering Circular or any Notes come must inform themselves about, and observe, any such
restrictions. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of
2

Notes in the United States, the United Kingdom, Germany, Ireland, Japan and the Netherlands (see "Subscription
and Sale") below.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act")
and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or
delivered within the United States or to U.S. persons (see "Subscription and Sale" below).
All references in this document to "U.S. dollars" and "USD" refer to the currency of the United States of
America, those to "A", "EUR" or "Euro" refer to the single currency introduced at the start of the third stage of
European Economic and Monetary Union, pursuant to the Treaty establishing the European Community, as amended
and those to "£" and "Sterling" refer to the currency of the United Kingdom.
In connection with the issue of any Series of Notes, the Stabilising Agent (as defined in the applicable
Pricing Supplement) or any person acting for him may over-allot or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail for a limited
period. However, there may be no obligation on the Stabilising Agent or any agent of his to do this. Such
stabilising, if commenced, may be discontinued at any time, and must be brought to an end after a limited
period.
Any such stabilisation action so taken shall be, in all material respects, permitted by or otherwise in
accordance with all relevant requirements applicable to such actions in the jurisdiction where such actions are
effected (including the rules or other regulatory requirements governing any stock exchange where such Notes
are listed).
3

TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................
5
SUPPLEMENTARY OFFERING CIRCULAR ............................................................................................
5
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................................
6
SUMMARY OF THE PROGRAMME AND OF THE TERMS AND CONDITIONS OF THE
NOTES AND THE PFANDBRIEFE ..........................................................................................................
7
ISSUE PROCEDURES ..................................................................................................................................
13
PFANDBRIEFE AND THE PUBLIC SECTOR PFANDBRIEFE ACT..........................................................
15
USE OF PROCEEDS ....................................................................................................................................
17
THE BANK ....................................................................................................................................................
18
CAPITALISATION OF THE BANK ............................................................................................................
28
UNCONSOLIDATED FINANCIAL STATEMENTS OF THE BANK ........................................................
29
CONSOLIDATED FINANCIAL STATEMENTS OF THE BANK ..............................................................
32
SACHSEN LB EUROPE PLC ........................................................................................................................
36
CAPITALISATION OF SACHSEN LB EUROPE PLC ................................................................................
39
UNCONSOLIDATED FINANCIAL STATEMENTS OF SACHSEN LB EUROPE PLC............................
42
TAXATION......................................................................................................................................................
59
SUBSCRIPTION AND SALE ........................................................................................................................
65
GENERAL INFORMATION ........................................................................................................................
69
FORM OF THE NOTES ................................................................................................................................
71
FORM OF PRICING SUPPLEMENT ..........................................................................................................
72
PART I: TERMS AND CONDITIONS OF THE NOTES (other than Pfandbriefe) ......................................
88
PART II: TERMS AND CONDITIONS OF THE BEARER PFANDBRIEFE ..............................................
138
PART III: TERMS AND CONDITIONS OF REGISTERED PFANDBRIEFE ............................................
172
4

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Offering Circular
(provided, however, that such incorporated documents do not form part of the Listing Particulars):
(i)
the most recently published audited annual non-consolidated and consolidated financial statements of the Bank
and all subsequent audited annual financial statements published by the Bank;
(ii) the most recently published audited non-consolidated annual financial statements of SLB Europe and all
subsequent audited annual financial statements published by SLB Europe;
(iii) any interim accounts (audited or unaudited) published subsequently to such annual accounts; and
(iv) all supplements to this Offering Circular, including the relevant Pricing Supplement, circulated by the Issuers
from time to time in accordance with the provisions of the Dealer Agreement described herein,
save that any statement contained herein or in a document which is deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for the purpose of this Offering Circular to the extent that a statement
contained in any such subsequent document which is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement (whether expressly, by implication or otherwise). The Bank publishes unaudited
half-year accounts. SLB Europe does not publish half-year accounts or consolidated financial statements.
Each of the Issuers will provide, without charge, to each person to whom a copy of this Offering Circular has
been delivered, upon the request of such person, a copy of any or all of the documents deemed to be incorporated
herein by reference unless such documents have been modified or superseded as specified above. Requests for such
documents should be directed to the Issuer at its office set out at the end of this Offering Circular. In addition, such
documents will be available, without charge, from the specified office of Kredietbank S.A. Luxembourgeoise in its
capacity as listing agent in Luxembourg and from the specified office of NCB Stockbrokers Limited in its capacity
as listing agent in Ireland.
SUPPLEMENTARY OFFERING CIRCULAR
Each Issuer has agreed, in connection with the listing of the Notes on the Luxembourg Stock Exchange and in
the case of SLB Europe, if relevant, on the Irish Stock Exchange, to supply the Luxembourg Stock Exchange and in
the case of SLB Europe, if relevant, the Irish Stock Exchange with such documents and information as may be
necessary in connection with the listing of the Notes on the Luxembourg Stock Exchange and in the case of SLB
Europe, if relevant, on the Irish Stock Exchange, as the case may be. Each of the Issuers will prepare a revised or
Supplementary Offering Circular setting out the changes in the operations and financial condition of the Issuers at
least every year after the date of this Offering Circular and each subsequent Offering Circular.
If, in the future, an issue of Notes is to be effected under the Programme through a Financing Vehicle (as such
term is defined in the Programme Terms and Conditions of the Notes), the legal contracts prepared in connection with
the Programme will be amended and a supplement to this Offering Circular will be prepared. The Bank and SLB
Europe have given an undertaking to the Dealers, the Luxembourg Stock Exchange and to the Irish Stock Exchange
that if at any time during the duration of the Programme there is a significant change affecting any matter contained
in this Offering Circular whose inclusion would reasonably be required by investors and their professional advisers,
and would reasonably be expected by them to be found in this Offering Circular, for the purpose of making an
informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, and
the rights attaching to the Notes, each of them shall prepare an amendment or supplement to this Offering Circular
for use in connection with any subsequent offering of the Notes, and shall supply to each Dealer such number of
copies of such supplement hereto as such Dealer may reasonably request.
5

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuers may from time to time issue Notes denominated in any currency (including
Euro), subject to the provisions set out herein. A summary of the Terms and Conditions of the Programme and the
Notes follows. The applicable terms of any Notes will be agreed between the relevant Issuer and the relevant Dealer
prior to the issue of the Notes and will be set out in the Terms and Conditions of the Notes endorsed on, or attached
to, the Notes, as may be modified and supplemented by the applicable Pricing Supplement attached to, or endorsed
on, such Notes, as more fully described under "Form of the Notes" below.
This Offering Circular and any supplement will only be valid for listing Notes in an aggregate nominal amount
which, when added to the aggregate nominal amount then outstanding of all Notes previously or simultaneously
issued under the Programme, does not exceed Euro 30,000,000,000 or its equivalent in other currencies either as of
the date on which agreement is reached for the issue of Notes or on the preceding day on which commercial banks
and foreign exchange markets are open for business in London. For the purpose of calculating the Euro equivalent of
the aggregate nominal amount of Notes issued under the Programme from time to time:
(i) the Euro equivalent of Notes denominated in another currency shall be determined, at the discretion of the
Issuer, either as of the date on which agreement is reached for the issue of Notes or on the preceding day on
which commercial banks and foreign exchange markets are open for business in London, in each case on the
basis of the spot rate for the sale of the Euro against the purchase of such currency in the London foreign
exchange market, quoted by any leading international bank selected by the relevant Issuer on the relevant day
of calculation;
(ii)
the Euro equivalent of dual-currency Notes, indexed Notes and partly-paid Notes (each as referred to in
"Summary of the Programme and of the Terms and Conditions of the Notes and the Pfandbriefe") shall be
calculated in the manner specified above by reference to the original nominal amount on issue of such Notes
(in the case of partly-paid Notes regardless of the subscription price paid); and
(iii) the Euro equivalent of zero-coupon Notes (as referred to in "Summary of the Programme and of the Terms and
Conditions of the Notes and the Pfandbriefe") and other Notes issued at a discount or a premium shall be
calculated in the manner specified above by reference to the net proceeds received by the relevant Issuer for the
relevant issue.
6

SUMMARY OF THE PROGRAMME AND OF THE TERMS AND CONDITIONS OF THE
NOTES AND THE PFANDBRIEFE
The following summary does not purport to be complete and is taken from, and is qualified in its entirety by, the
remainder of this Offering Circular and, in relation to the Terms and Conditions of any particular Series of Notes,
the applicable Pricing Supplement. Words and expressions defined in "Form of the Notes", "Terms and Conditions
of the Notes", "Terms and Conditions of the Bearer Pfandbriefe" and "Terms and Conditions of the Registered
Pfandbriefe" below shall have the same meanings in this summary.
Issuers:
Landesbank Sachsen Girozentrale
Landesbank Sachsen Girozentrale may issue Notes (including Pfandbriefe).
Sachsen LB Europe plc
SLB Europe may issue Notes (excluding Pfandbriefe).
Description:
Euro Medium Term Note Programme
Arranger:
Merrill Lynch International
Programme Dealers:
Barclays Bank PLC
CALYON
Citigroup Global Markets Limited
Credit Suisse First Boston (Europe) Limited
Deutsche Bank Aktiengesellschaft
Goldman Sachs International
J.P. Morgan Securities Ltd.
Lehman Brothers International (Europe)
Merrill Lynch International
Mizuho International plc
Morgan Stanley & Co. International Limited
The Issuers may from time to time terminate the appointment of any dealer under
the Programme or appoint additional dealers either in respect of one or more
Series or in respect of the entire Programme. References in this Offering Circular
to "Programme Dealers" are to the persons listed above as Dealers and to such
additional persons which are appointed as dealers in respect of the entire
Programme (and whose appointment has not been terminated). References to
"Dealers" are to all Programme Dealers and all persons appointed as a dealer in
respect of one or more Series.
Initial Delivery of Notes:
The Notes of each Series will initially be represented by a Temporary Global Note
which will be deposited on or before the issue date thereof with a common
depositary on behalf of Euroclear and Clearstream, Luxembourg and/or any other
agreed clearance system and which will be exchangeable for a Permanent Global
Note upon certification as to non-U.S. beneficial ownership as required by U.S.
Treasury regulations. Temporary Global Notes relating to Notes that are not listed
on the Luxembourg Stock Exchange or, in the case of SLB Europe, on the Irish
Stock Exchange may also be deposited with Clearstream Banking AG, Frankfurt
am Main ("CBF"), Euroclear France (acting as central securities depositary) or
any other clearing system or may be delivered outside any clearing system
provided that, save in the case of delivery to CBF or Euroclear France, the method
of such delivery has been agreed in advance by the Issuer, the Issuing Agent and
the relevant Dealer. Temporary Global Notes will be exchangeable for Permanent
Global Notes or for definitive Notes in each case not earlier than 40 days after the
Issue Date upon certification as to non-U.S. beneficial ownership as required by
U.S. Treasury regulations. A Permanent Global Note will be exchangeable for
7

definitive Notes (in whole but not in part) in limited circumstances (unless
otherwise specified in the applicable Pricing Supplement), all as further described
in "Form of the Notes" below. On or before the Issue Date for a series of
Registered Pfandbriefe, Registered Pfandbriefe will be held in escrow by the
Registrar. Registered Pfandbriefe will be delivered to the holders and the holders
will be registered in the register maintained by the Registrar.
Issuing Agent and Registrar:
JPMorgan Chase Bank, London Branch
Size:
Up to Euro 30,000,000,000 (or its equivalent in other currencies calculated as
described herein) outstanding at any time. The Issuers may increase the amount
of the Programme in accordance with the terms of the Dealer Agreement. An
increase in the size of the Programme will be subject to approval by the Irish
Stock Exchange at that time.
Method of Distribution:
Notes may be distributed by way of private or public placement and in each case
on a syndicated or non-syndicated basis.
Maturities:
Such maturities as may be agreed between the relevant Issuer and the relevant
Dealer and as indicated in the applicable Pricing Supplement, subject to such
minimum or maximum maturities as may be allowed or required from time to
time by the relevant central bank (or equivalent authority) or any laws or
regulations applicable to the Issuer or the relevant currency.
Currencies:
Subject to any applicable legal or regulatory restrictions, such currencies as may
be agreed between the relevant Issuer and the relevant Dealer, including, without
limitation, Euro, Japanese Yen, Sterling, U.S. dollars, Swiss Francs or any other
currency, subject to compliance with all applicable legal and or regulatory
requirements, as may be agreed from time to time by the relevant Issuer and the
relevant Dealer(s) (as indicated in the applicable Pricing Supplement).
Each issue of Notes denominated in a currency in respect of which particular
laws, guidelines, regulations, restrictions or reporting requirements apply will
only be issued in circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to time.
Issue Price:
Notes may be issued on a fully-paid or a partly-paid basis ("partly-paid Notes")
and at an issue price which is at par or at a discount to, or premium over, par.
Form of Notes:
Each Series of Notes will initially be represented by a Temporary Global Note
which will be deposited on the relevant Issue Date with a common depositary for
Euroclear and Clearstream, Luxembourg and/or any other agreed clearance
system and which will be exchangeable, upon request, as described therein for a
Permanent Global Note not earlier than 40 days after the Issue Date upon
certification of non-U.S. beneficial ownership as required by U.S. Treasury
regulations. Any interest in a global Note will be transferable only in accordance
with the rules and procedures for the time being of Euroclear, Clearstream,
Luxembourg and/or any other agreed clearance system, as appropriate.
Form of Pfandbriefe:
Notes may be issued by the Bank as Mortgage Pfandbriefe
(Hypothekenpfandbriefe) or Public Sector Pfandbriefe (Öffentliche Pfandbriefe)
in bearer or registered form, as the case may be.
Mortgage and Public Sector Pfandbriefe constitute recourse obligations of the
Bank. They are secured or "covered" by separate pools of mortgage loans (in the
case of Mortgage Pfandbriefe) or public loans (in the case of Public Sector
Pfandbriefe). See "Pfandbriefe and the Public Sector Pfandbriefe Act".
8

When in bearer form each Series of Pfandbriefe will initially be represented by a
temporary global Pfandbrief which will be deposited on the relevant Issue Date
with a common depositary for Euroclear and Clearstream, Luxembourg and/or
any other agreed clearance system and which will be exchangeable as described
therein either for definitive Pfandbriefe or for a permanent global Pfandbrief not
earlier than 40 days after the Issue Date upon certification of non-U.S. beneficial
ownership as required by U.S. Treasury regulations. Any interest in a global
Pfandbrief will be transferable only in accordance with the rules and procedures
for the time being of Euroclear, Clearstream, Luxembourg and/or any other
agreed clearance system, as appropriate.
When in registered form each Series of Pfandbriefe will be evidenced by
Registered Pfandbriefe, the holder of which will be registered in a register
maintained by the Registrar.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed between the
Issuer and the relevant Dealer (as indicated in the applicable Pricing Supplement)
and on redemption.
Interest will be calculated on an Actual/Actual ISMA basis (or such other basis as
may be agreed as indicated in the applicable Pricing Supplement).
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined either:
·
on the same basis as the floating rate under a notional interest rate swap
transaction in the relevant currency governed by an agreement incorporating
the 2000 ISDA Definitions (as may be published by the International Swaps
and Derivatives Association, Inc., and as amended and updated as at the
Issue Date of the first Series of the Notes of the relevant Series); or
·
on the basis of a reference rate appearing on the agreed screen page of a
commercial quotation service; or
·
on such other basis as may be agreed between the Issuer and the relevant
Dealer, as indicated in the applicable Pricing Supplement.
The Margin (if any) relating to such floating rate will be agreed between the Issuer
and the relevant Dealer for each Series of Floating Rate Notes.
Indexed Notes:
Payments of principal in respect of Indexed Redemption Amount Notes or of
interest in respect of Indexed Interest Notes will be calculated by reference to such
index, reference asset value and/or formula as the Issuer and the relevant Dealer
may agree, as indicated in the applicable Pricing Supplement.
Other provisions in relation to
Floating Rate Notes and Indexed Interest Notes may also have a maximum
Floating Rate Notes and
interest rate, a minimum interest rate or both (as indicated in the applicable
Indexed Interest Notes:
Pricing Supplement).
Interest on Floating Rate Notes and Indexed Interest Notes in respect of each
Interest Period, as selected prior to issue by the Issuer and the relevant Dealer, will
be payable on such Interest Payment Dates specified in, or determined pursuant
to, the applicable Pricing Supplement and will be calculated, subject to Condition
2 of the Terms and Conditions of the Notes, on the basis of the actual number of
days in the Interest Period concerned divided by 360 (or 365/366 in the case of
Notes denominated in Sterling) unless otherwise indicated in the applicable
Pricing Supplement.
9

Dual-Currency Notes:
Payments (whether in respect of principal or interest and whether at maturity or
otherwise) in respect of dual-currency Notes will be made in such currencies, and
based on such rates of exchange, as the Issuer and the relevant Dealer may agree,
as indicated in the applicable Pricing Supplement.
Zero-Coupon Notes:
Zero-coupon Notes will be offered and sold at a discount to their nominal amount
and will not bear interest other than in the case of late payment.
Other Notes:
The relevant Issuer may agree with any Dealer and the Issuing Agent that Notes
may be issued in a form not contemplated by the Terms and Conditions of the
Notes, in which case the applicable Pricing Supplement will specify the form and
the Terms and Conditions of such Notes. Such Notes may or may not be listed on
the Luxembourg Stock Exchange or, in the case of SLB Europe, on the Irish Stock
Exchange.
Redemption:
The Pricing Supplement relating to each Series of Notes will indicate either that
the Notes of such Series cannot be redeemed prior to their stated maturity (other
than in specified instalments (see below), if applicable, or for taxation reasons or
following an Event of Default) or that such Notes will be redeemable at the option
of the Issuer and/or the Noteholders upon giving either not less than 30 days'
irrevocable notice or such other notice period (if any) as is indicated in the
applicable Pricing Supplement to the Noteholders 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 are indicated in the applicable Pricing Supplement.
Unless otherwise permitted by then current laws and regulations, Notes (including
Notes denominated in Sterling) which have a maturity of less than one year and
in respect of which the issue proceeds are to be accepted by the relevant Issuer in
the United Kingdom or whose issue otherwise constitutes a contravention of
section 19 of the Financial Services and Markets Act 2000 will have a minimum
redemption amount of £100,000 (or its equivalent in other currencies).
The Pricing Supplement may provide that Notes may be repayable in two or more
instalments of such amounts and on such dates as are indicated in the applicable
Pricing Supplement.
Denomination of Notes:
Notes will be issued in such denominations as may be agreed between the Issuer
and the relevant Dealer and as indicated in the applicable Pricing Supplement
save that the minimum denomination of each Note will be such as may be allowed
or required from time to time by the relevant central bank, stock exchange (or
equivalent authority) or any laws or regulations applicable to the relevant
currency.
Unless otherwise permitted by then current laws and regulations, Notes (including
Notes denominated in Sterling) which have a maturity of less than one year and
in respect of which the issue proceeds are to be accepted by the relevant Issuer in
the United Kingdom or whose issue otherwise constitutes a contravention of
section 19 of the Financial Services and Markets Act 2000 will have a minimum
denomination of £100,000 (or its equivalent in other currencies).
Taxation:
All payments in respect of the Notes will be made without deduction for or on
account of withholding taxes imposed within the Federal Republic of Germany in
respect of Notes issued by the Bank or imposed within the Republic of Ireland in
respect of Notes issued by SLB Europe, subject to customary exceptions
(including the IPMA Standard EU Exception) all as provided in Condition 6 of the
Terms and Conditions of the Notes.
10