Bond Münchner Hypothekenanstalt 5% ( XS0192641578 ) in EUR

Issuer Münchner Hypothekenanstalt
Market price 100 %  ▼ 
Country  Germany
ISIN code  XS0192641578 ( in EUR )
Interest rate 5% per year ( payment 1 time a year)
Maturity 26/05/2020 - Bond has expired



Prospectus brochure of the bond Muenchener Hypothekenbank XS0192641578 in EUR 5%, expired


Minimal amount 100 000 EUR
Total amount 13 000 000 EUR
Detailed description Münchener Hypothekenbank eG (MHB) is a German cooperative bank specializing in residential mortgage lending, offering a range of financing solutions for private individuals and institutional clients, alongside related banking services.

The Bond issued by Münchner Hypothekenanstalt ( Germany ) , in EUR, with the ISIN code XS0192641578, pays a coupon of 5% per year.
The coupons are paid 1 time per year and the Bond maturity is 26/05/2020







This document constitutes two base prospectuses 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 conjunction
with Article 25 (3) of Commission Delegated Regulation (EU) 2019/980 of 14 March 2019, as amended:
(i) the base prospectus in respect of non-equity securities and (i ) the base prospectus in respect of
Pfandbriefe (together, the "Debt Issuance Programme Prospectus" or the "Prospectus").
Debt Issuance Programme Prospectus
13 May 2022

Münchener Hypothekenbank eG
Munich, Federal Republic of Germany
as Issuer
Debt Issuance Programme (the "Programme")
Application has been made to the Luxembourg Stock Exchange for the notes to be issued under this
Programme (the "Notes", which expression includes Pfandbriefe unless otherwise indicated) 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. Notes issued under this
Programme may also be listed on other or further stock exchanges or may not be listed at al .
This Prospectus has been approved by the Commission de Surveil ance du Secteur Financier (the "CSSF")
as competent authority under Regulation (EU) 2017/1129 of the European Parliament and of the Council
of 14 June 2017, as amended (the "Prospectus Regulation") and the Law of 16 July 2019 on
Prospectuses for Securities (Loi du 16 juil et 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 Notes that
are the subject of this Prospectus. Investors should make their own assessment as to the suitability of
investing in the Notes.
The Issuer has also requested the CSSF to provide the competent authorities in the Federal Republic of
Germany, the Republic of Austria, the Kingdom of the Netherlands and Ireland 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

BayernLB
Commerzbank
Crédit Agricole CIB
Credit Suisse
DekaBank
Deutsche Bank
DZ BANK AG
Landesbank
Münchener Hypothekenbank eG
Baden-Württemberg
NORD/LB
UniCredit


This Prospectus wil be published in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and on the website of Münchener Hypothekenbank eG (www.muenchenerhyp.de). This
Prospectus replaces the Debt Issuance Programme Prospectus dated 12 May 2021. This Prospectus
is valid for a period of 12 months from its date of approval. The validity of this Prospectus will expire
on 13 May 2023. 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.

2


NOTICE
Relevant Information
This Prospectus should be read and understood in conjunction with any supplement to this Prospectus
and with any other document incorporated herein by reference. Ful information on Münchener
Hypothekenbank eG, Munich, Federal Republic of Germany ("MünchenerHyp", the "Bank" or the
"Issuer") and any Tranche (as defined in this Prospectus) of 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 and to 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 MünchenerHyp and
the Notes which is material in the context of this Programme and the issue and offering of Notes
thereunder; that the information contained in this Prospectus with respect to MünchenerHyp and the
Notes is accurate in al material respects and is not misleading; that any opinions and intentions
expressed herein with respect to MünchenerHyp and the Notes are honestly held; that there are no
other facts with respect to MünchenerHyp or the 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 MünchenerHyp has made all reasonable enquiries to ascertain al facts material for
the purposes aforesaid.
The Issuer has undertaken with the Dealers to publish a supplement to this Prospectus or publish a new
Prospectus if and when the information in this Prospectus should become materially 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 Notes and 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
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 well as any Final Terms reflect the status as at their respective dates of issue. The
delivery of this Prospectus, any supplement to this Prospectus and any Final Terms and the offering,
sale or delivery of any Notes may not be taken as an implication that the information contained in such
documents is accurate and complete subsequent to their respective dates of issue or that there has
been no adverse change in the financial 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 United States of America, the Member States of the
European Economic Area in general, the United Kingdom of Great Britain and Northern Ireland ("United
Kingdom" or "UK"), Japan, Hong Kong, Canada and Australia see "Selling Restrictions". In particular,
the 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 United States of America. Subject to certain
exceptions, 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 Notes under this Programme, the
German text of the Conditions (as defined in this Prospectus) may be controlling and binding if so

3


specified in the relevant Final Terms. The Issuer confirms that, in such case, 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 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 Notes.
Stabilisation
In connection with the issue of any Tranche of 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 Notes or effect transactions
with a view to supporting the market price of the 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 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 Notes and 60 days
after the date of the allotment of the relevant Tranche of 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 Notes may include a legend entitled "MIFID II PRODUCT
GOVERNANCE" which wil outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, sel ing or
recommending the 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 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, as
amended (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of
their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
UK MIFIR PRODUCT GOVERNANCE
The Final Terms in respect of any Notes may include a legend entitled "UK MIFIR PRODUCT
GOVERNANCE" which wil outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, sel ing or
recommending the 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 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

4


Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
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 Notes include a legend entitled "PROHIBITION OF SALES TO EEA
RETAIL INVESTORS", the 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 sel ing the Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or sel ing
the 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 Notes include a legend entitled "PROHIBITION OF SALES TO UK
RETAIL INVESTORS", the 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 (i ) 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 (ii ) 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 selling the Notes or otherwise making them available to retail investors in
the UK has been prepared and therefore offering or selling the 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 Notes or Floating Rate Pfandbriefe are calculated by
reference to (i) EURIBOR (Euro Interbank Offered Rate) which is provided by the European Money
Markets Institute (the "EMMI"); or (ii) the CMS (Constant Maturity Swap) rate which is provided by the
ICE Benchmark Administration Limited (the "IBA"); or (i i) STR (Euro short-term rate) which is provided
by the European Central Bank; or (iv) SONIA (Sterling Overnight Index Average) which is provided by
the Bank of England; or (v) SOFR (Secured Overnight Financing Rate) which is provided by the Federal
Reserve Bank of New York; or (vi) SARON (Swiss Average Rate Overnight) which is provided by SIX
Swiss Exchange ("SIX"). As at the date of approval of this Prospectus, EMMI appears whereas the
European Central Bank, Bank of England, the Federal Reserve Bank of New York, SIX and IBA do 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 and SIX are not currently required to obtain authorisation or registration (or, if
located outside the European Union, recognition, endorsement or equivalence). As central banks, the
European Central Bank, the Bank of England and the Federal Reserve Bank of New York are not subject

5


to the Benchmarks Regulation.
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", "wil " 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 MünchenerHyp'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 MünchenerHyp's
financial condition and results of operations, to differ material y from and be worse than results that have
expressly or implicitly been assumed or described in these forward-looking statements.
MünchenerHyp'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 fol owing sections of this Prospectus: "Risk Factors" and
"Münchener Hypothekenbank eG". These sections include more detailed descriptions of factors that
might have an impact on MünchenerHyp'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 ..................................................................
9
General ................................................................................................................................
9
Issue Procedures .................................................................................................................
11
RISK FACTORS ..........................................................................................................................
12
General ................................................................................................................................
12
Risk Factors specific and material to the Issuer ..................................................................
12
Risk Factors specific and material to the Notes ..................................................................
15
RESPONSIBILITY STATEMENT ...............................................................................................
26
CONSENT TO USE THE PROPECTUS .....................................................................................
27
MÜNCHENER HYPOTHEKENBANK EG ..................................................................................
28
Statutory Auditors ................................................................................................................
28
Information about MünchenerHyp .......................................................................................
28
Business Overview ..............................................................................................................
30
Organisational Structure ......................................................................................................
31
Trend Information ................................................................................................................
31
Administrative, Management and Supervisory Bodies ........................................................
32
Subscribed Capital ...............................................................................................................
34
Control ing Persons .............................................................................................................
34
Financial Information concerning the Issuer's Assets and Liabilities,
Financial Position and Profits and Losses ...........................................................................
35
Documents Available ...........................................................................................................
35
TERMS AND CONDITIONS OF THE NOTES (ENGLISH LANGUAGE VERSION) .................
37
A. Terms and Conditions of Preferred Senior Notes ..........................................................
38
A1. Terms and Conditions of Fixed Rate Preferred Senior Notes .....................................
38
A2. Terms and Conditions of Floating Rate Preferred Senior Notes .................................
48
A3. Terms and Conditions of Zero Coupon Preferred Senior Notes ..................................
66
B. Terms and Conditions of Preferred Senior Notes
(pursuant to the criteria of eligible liabilities instruments) ...........................................
76
B1. Terms and Conditions of Fixed Rate Preferred Senior Notes
(pursuant to the criteria of eligible liabilities instruments) ............................................
76
B2. Terms and Conditions of Floating Rate Preferred Senior Notes
(pursuant to the criteria of eligible liabilities instruments) ............................................
84
C. Terms and Conditions of Non-Preferred Senior Notes ..................................................
95
C1. Terms and Conditions of Fixed Rate Non-Preferred Senior Notes..............................
95
C2. Terms and Conditions of Floating Rate Non-Preferred Senior Notes .........................
103
D. Terms and Conditions of Fixed Rate Subordinated Notes ............................................
113
E. Terms and Conditions of Pfandbriefe ..............................................................................
121
E1. Terms and Conditions of Fixed Rate Pfandbriefe ........................................................
121
E2. Terms and Conditions of Floating Rate Pfandbriefe ....................................................
130
E3. Terms and Conditions of Zero Coupon Pfandbriefe ....................................................
158
TERMS AND CONDITIONS OF THE NOTES (GERMAN LANGUAGE VERSION) .................
167
A. Anleihebedingungen für bevorrechtigte nicht nachrangige Schuldverschreibungen
168
A1. Anleihebedingungen für festverzinsliche bevorrechtigte nicht nachrangige
Schuldverschreibungen................................................................................................
168
A2. Anleihebedingungen für variabel verzinsliche bevorrechtigte nicht nachrangige
Schuldverschreibungen ................................................................................................
179
A3. Anleihebedingungen für Nul kupon bevorrechtigte nicht nachrangige

7


Schuldverschreibungen................................................................................................
199
B. Anleihebedingungen für bevorrechtigte nicht nachrangige Schuldverschreibungen
(gemäß den Kriterien für Instrumente berücksichtigungsfähiger Verbindlichkeiten)
210
B1. Anleihebedingungen für festverzinsliche bevorrechtigte nicht nachrangige
Schuldverschreibungen
(gemäß den Kriterien für Instrumente berücksichtigungsfähiger Verbindlichkeiten) ...
210
B2. Anleihebedingungen für variabel verzinsliche bevorrechtigte nicht nachrangige
Schuldverschreibungen
(gemäß den Kriterien für Instrumente berücksichtigungsfähiger Verbindlichkeiten) ...
219
C. Anleihebedingungen für nicht bevorrechtigte nicht nachrangige
Schuldverschreibungen ....................................................................................................
231
C1. Anleihebedingungen für festverzinsliche nicht bevorrechtigte nicht nachrangige
Schuldverschreibungen................................................................................................
231
C2. Anleihebedingungen für variabel verzinsliche nicht bevorrechtigte nicht nachrangige
Schuldverschreibungen ................................................................................................
239
D. Anleihebedingungen für festverzinsliche Nachrangige Schuldverschreibungen.......
250

E. Anleihebedingungen für Pfandbriefe ...............................................................................
259
E1. Anleihebedingungen für festverzinsliche Pfandbriefe ..................................................
259
E2. Anleihebedingungen für variabel verzinsliche Pfandbriefe ..........................................
269
E3. Anleihebedingungen für Nul kupon Pfandbriefe ..........................................................
299
MIFID II PRODUCT GOVERNANCE ..........................................................................................
309
UK MIFIR PRODUCT GOVERNANCE .......................................................................................
310
PROHIBITION OF SALES TO EEA RETAIL INVESTORS .......................................................
312
PROHIBITION OF SALES TO UK RETAIL INVESTORS ..........................................................
313
FORM OF THE FINAL TERMS...................................................................................................
314
Introduction ..........................................................................................................................
315
PART I: Terms and Conditions ............................................................................................
316
PART II/1: Additional Information related to Retail Non-Equity Notes.................................
334
PART II/1: Additional Information related to Wholesale Non-Equity Notes .........................
341
PART II/2: Additional Information ........................................................................................
344
TAXATION ..................................................................................................................................
347
SELLING RESTRICTIONS .........................................................................................................
348
General ................................................................................................................................
348
United States of America .....................................................................................................
348
European Economic Area ....................................................................................................
349
United Kingdom ...................................................................................................................
350
Japan ...................................................................................................................................
351
Hong Kong ...........................................................................................................................
352
Canada ................................................................................................................................
352
Australia ...............................................................................................................................
352
PFANDBRIEFE ...........................................................................................................................
353
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................
357
General ................................................................................................................................
357
Availability of Documents incorporated by Reference .........................................................
357
Comparative Table of Documents incorporated by Reference ...........................................
357
NAMES AND ADDRESSES .......................................................................................................
360

8


GENERAL DESCRIPTION OF THE PROGRAMME
General
Authorisation
The establishment of the Programme was authorised by the competent authorities of MünchenerHyp
on 15 May 2000.
The 2022 update of the Programme and the issuance of preferred senior Notes, preferred senior Notes
(pursuant to the criteria of eligible liabilities instruments), non-preferred senior Notes, subordinated
Notes and Pfandbriefe thereunder have been authorised by the Members of the Board of Management
of MünchenerHyp on 24 January 2022. Each Tranche of Notes under the Programme will be issued
pursuant to internal rules of MünchenerHyp.
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 Notes to one or more of the fol owing
Dealers: Bayerische Landesbank, Commerzbank Aktiengesel schaft, Crédit Agricole Corporate and
Investment Bank, Credit Suisse Bank (Europe), S.A., DekaBank Deutsche Girozentrale, Deutsche Bank
Aktiengesel schaft, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main,
Landesbank Baden-Württemberg, Münchener Hypothekenbank eG, Norddeutsche Landesbank ­
Girozentrale ­, UniCredit Bank AG 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. The
Notes may be issued on a continuing basis to one or more of the Dealers.
Tranches / Series
Notes will be issued in Tranches, each Tranche consisting of Notes which are identical in al 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 Notes. Further, Notes may be issued as part of an existing Series.
The specific terms of each Tranche will be set forth in the relevant Final Terms.
Transferability of the Notes
The Notes issued under this Programme are freely transferable without any limitation.
Offer of the Notes
The 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 Notes in euro or in any other currency as agreed by the Issuer and the relevant
Dealer(s).
Denomination
Notes wil be issued in such denominations as may be agreed between the Issuer and the relevant
Dealer(s) and as indicated in the relevant Final Terms, save that the minimum denomination of the
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 Notes.
Issue Price
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 relevant Final Terms.
Governing Law
The Notes wil be governed by German law.


9



Method of Calculating the Yield
If Notes with fixed interest rates are not redeemable prior to their maturity, the yield for such 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 Notes
Notes issued pursuant to this Programme may be rated or unrated. A rating is not a recommendation to
buy, sel or hold 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 Notes issued under this Programme may adversely affect the market price of the
Notes issued under this Programme.
Approval, Admission to Trading and Listing of the 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 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 Notes that
are the subject of this Prospectus. Investors should make their own assessment as to the suitability of
investing in the Notes.
Application has been made to the Luxembourg Stock Exchange for 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 Notes may be listed on other or further stock exchanges
including, but not limited to, the Munich Stock Exchange, as may be agreed between the Issuer and the
relevant Dealer(s) in relation to each Series. Notes may further be issued under this Programme which
will not be listed on any stock exchange.
As long as any 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 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, Ireland, the Kingdom of the Netherlands and the Republic of Austria 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.
Clearing Systems
Notes will be accepted for clearing through one or more clearing systems as specified in the relevant
Final Terms. These clearing systems wil include those operated by Clearstream Banking AG,
Mergenthaler Allee 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 relevant Final Terms, the Notes (except for the non-preferred senior Notes and the
subordinated Notes) are intended to be held in a manner, which would al ow Eurosystem eligibility.
Therefore, the Notes (except for the non-preferred senior Notes and the subordinated Notes) will 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 Notes (except for
the non-preferred senior Notes and the subordinated Notes) wil be recognised as eligible col ateral 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.

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