Bond Charlottenburg Global Capital 10.75% ( XS0540295275 ) in EUR

Issuer Charlottenburg Global Capital
Market price 100 %  ▲ 
Country  Germany
ISIN code  XS0540295275 ( in EUR )
Interest rate 10.75% per year ( payment 1 time a year)
Maturity Obligation remboursée le 10/05/2017 - Bond has expired



Prospectus brochure of the bond Charlottenburg Capital International XS0540295275 in EUR 10.75%, expired


Minimal amount 1 000 EUR
Total amount 75 000 000 EUR
Standard & Poor's ( S&P ) rating /
Moody's rating Ba3 ( Non-investment grade speculative )
Comment Obligation remboursée le 10/05/2017
Detailed description Charlottenburg Capital International is a private investment firm focused on long-term, value-oriented investments in European real estate and other select asset classes.

The Bond issued by Charlottenburg Global Capital ( Germany ) , in EUR, with the ISIN code XS0540295275, pays a coupon of 10.75% per year.
The coupons are paid 1 time per year and the Bond maturity is Obligation remboursée le 10/05/2017

The Bond issued by Charlottenburg Global Capital ( Germany ) , in EUR, with the ISIN code XS0540295275, was rated Ba3 ( Non-investment grade speculative ) by Moody's credit rating agency.







[ ] Capital Notes
issued by
Charlottenburg Capital International S.àr.l. & Cie
http://www.oblible.com
SECS
(a limited partnership (société en commandite simple) established under the laws of Luxembourg on 27 August 2010)
for purposes of acquiring a silent capital interest in the commercial enterprise (Handelsgewerbe) of
Deutsche Hypothekenbank (Actien-Gesellschaft)
incorporated as a stock corporation (Aktiengesellschaft) under German law
Issue Price 100 per cent.
This prospectus (the "Prospectus") relates to the issue of the [ ] capital notes in the denomination of 1,000 each (the "Capital Notes"), to be
issued by Charlottenburg Capital International S.àr.l. & Cie SECS (the "Issuer"), a limited partnership established under the laws of Luxembourg on
27 August 2010. The issue price of the Capital Securities is 100 per cent. of their nominal amount.
The Capital Notes are expected to bear interest at a fixed rate starting to accrue from (and including) the date of issue of the Capital Notes (expected
to be on or around 29 September 2010, hereinafter the "Issue Date"). Interest shall be payable annually in arrear on 30 June of each year. The first
payment of interest to be made on 30 June 2011 will be in respect of the period from (and including) the Issue Date to (but excluding) 30 June 2011.
Payments of interest (each a "Coupon Payment") may be delayed and are contingent on the Issuer's actual receipt of funds pursuant to the
Participation Agreement and the Loan Agreement (each as defined herein) as described in the section entitled "Terms and Conditions of the Capital
Notes". Coupon Payments are non-cumulative and Coupon Payments in following years will not increase to compensate for any shortfall in Coupon
Payments in any previous year. The Capital Notes do not have a maturity date. The Capital Notes are redeemable in whole, but not in part, at the
option of the Issuer on 30 June 2016 or on 30 June of any year thereafter as described in the section entitled "Terms and Conditions of the Capital
Notes".
With the proceeds of the issue, the Issuer intends to acquire a silent capital interest (the "Participation") in the commercial enterprise (Handels-
gewerbe) of Deutsche Hypothekenbank (Actien-Gesellschaft), Hanover/Berlin ("Deutsche Hypothekenbank" or the "Bank") in the form of a silent
partnership (Stille Gesellschaft) under German law pursuant to an agreement providing for a cash contribution by the Issuer to Deutsche
Hypothekenbank in an amount to be determined by the Issuer and Deutsche Hypothekenbank on or around 22 September 2010 (the "Silent
Contribution") and to be entered into on or around 22 September 2010 (the "Participation Agreement"). The Issuer expects to fund Coupon
Payments on the Capital Notes with distributions received from Deutsche Hypothekenbank under the Participation Agreement and funds received from
Norddeutsche Landesbank Luxembourg S.A. (the "Lender") under the Loan Agreement (as defined below).
The final aggregate nominal amount and the rate of interest of the Capital Notes are expected to be determined by the Issuer on or around
22 September 2010 on the basis of a bookbuilding procedure, involving (i) qualified investors to whom an offer does not require an approved offer
document by the relevant competent authority and (ii) investors in the Federal Republic of Germany, the Kingdom of the Netherlands, the Kingdom of
Belgium, the Republic of Ireland and the Republic of Austria, carried out during the bookbuilding period beginning on or around the date of this
Prospectus and ending on or around 22 September 2010. The Issuer reserves the right to extend or shorten the offer period in accordance with
applicable law. The Issuer also retains the right not to proceed with the issue of the Capital Notes. The results of the bookbuilding procedure will be
published by the Issuer in accordance with Article 8(1) of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003
(the "Prospectus Directive") and the Luxembourg Loi relative aux prospectus pour valeurs mobilières of 10 July 2005 (the "Prospectus Law") which
implements the Prospectus Directive into Luxembourg law on or around 23 September 2010 on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
Investing in the Capital Notes involves certain risks. Please review the section entitled "Risk Factors" beginning on page 45 of this
Prospectus.
The Issuer expects that, upon issuance, the Capital Notes will be assigned a rating of (P) Baa3 negative outlook by Moody's Investors Service Ltd.
("Moody's"). A rating is not a recommendation to buy, sell, or hold securities, and may be subject to revision, suspension or withdrawal at any time by
the relevant rating agency.
Application has been made for this Prospectus to be approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy of
Luxembourg (the "CSSF") in its capacity as competent authority under the Prospectus Law. The Issuer has requested the CSSF to provide the
competent authorities in the Federal Republic of Germany, the Kingdom of the Netherlands, the Kingdom of Belgium, the Republic of Ireland and the
Republic of Austria with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Law (the
"Notification"). The Issuer may request the CSSF to provide competent authorities in additional host Member States within the European Economic
Area (each a "Member State") with a Notification.
Application has been made for the Capital Notes to be listed on the Official List of the Luxembourg Stock Exchange and to be admitted to trading on
the regulated market "Bourse de Luxembourg" of the Luxembourg Stock Exchange which is a regulated market for the purposes of Directive
2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments (the "MIFID Directive") amending
Council Directives 85/611/ECC and 93/6/EEC and Directive 2000/12 EC of the European Parliament and of the Council and repealing Council
Directive 93/22/EEC.
THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") AND ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES OF AMERICA TO NON-U.S. PERSONS IN
OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.
This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Joint Lead Managers
DEUTSCHE BANK
DZ BANK AG
Senior Co-Lead Manager
NORD/LB
The date of this Prospectus is 8 September 2010.


RESPONSIBILITY FOR THE PROSPECTUS
The Bank accepts responsibility for the information contained in this Prospectus (the "Prospectus") and hereby declares that,
having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its
knowledge, in accordance with the facts and does not omit anything likely to affect its import. The Issuer accepts responsibility for
the information in this Prospectus about itself and the description of the Transaction (as defined in the section "Summary") and, to
the best of its knowledge, such information is in accordance with the facts and does not omit anything likely to affect the import of
such information. The Issuer does not accept responsibility for any other information contained in this Prospectus. Neither Deutsche
Bank AG, London Branch, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, in their capacity as joint lead
managers nor Norddeutsche Landesbank ­ Girozentrale ("NORD/LB AöR") in its capacity as senior co-lead manager (jointly the
"Managers") nor Deutsche Bank AG, London Branch in its capacity as security trustee (the "Security Trustee") have independently
verified the information herein. Accordingly, no representation, warranty or undertaking (express or implied) is made and no
responsibility is accepted by the Managers and the Security Trustee as to the accuracy or completeness of the information contained
or incorporated by reference in the Prospectus. None of the Managers nor the Security Trustee accepts any liability in relation to the
information contained or incorporated by reference in this Prospectus.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with any documents incorporated
herein by reference.
No person is authorized to provide any information or to make any representation not contained in this Prospectus, and any
information or representation not contained in this Prospectus must not be relied upon as having been authorized by the Bank, the
Issuer or by the Managers. The delivery of this Prospectus at any time does not imply that the information contained herein is correct
as of any time subsequent to its date.
This Prospectus comprises a prospectus for the purposes of (i) Article 5.3 of the Prospectus Directive and (ii) the relevant
implementing measures in the Grand Duchy of Luxembourg and, in each case, for the purpose of giving information with regard to
the Bank and the Issuer.
To the extent that the offer of the Capital Notes is made in any Member State of the European Economic Area that has implemented
the Prospectus Directive (together with any applicable implementing measures in any Member State) before the date of publication
of a prospectus in relation to the Capital Notes which has been approved by the competent authority in that Member State in
accordance with the Prospectus Directive (or, where appropriate, published in accordance with the Prospectus Directive and notified
to the competent authority in that Member State in accordance with the Prospectus Directive), the offer (including any offer pursuant
to this document) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive or has
been or will be made otherwise in circumstances that do not require the Issuer to publish a prospectus pursuant to the Prospectus
Directive.
This Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Bank, the Issuer or the Managers
or any affiliate of any of them to subscribe for or purchase, any Capital Notes in any jurisdiction by any person to whom it is unlawful
to make such an offer, invitation or solicitation in such jurisdiction. Applicable law in certain jurisdictions may restrict the distribution
of this Prospectus and the offering or sale of the Capital Notes. The Bank, the Issuer and the Managers require all recipients of this
Prospectus to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers and
sales of Capital Notes and distribution of this Prospectus, see "Selling Restrictions" below.
Neither the U.S. Securities and Exchange Commission nor any other regulatory body in the United States has approved or
disapproved of these securities or determined whether this Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
References to "EUR", "Euro" and "" are to the euro, the currency introduced at the start of the third stage of the European
Economic and Monetary Union pursuant to the treaty establishing the European Community, as amended by the treaty on the
European Union, as amended. The terms "United States" and "U.S. " mean the United States of America, its states, its territories,
its possessions and all areas subject to its jurisdiction.
In this Prospectus, all references to "billion" are references to one thousand million. Due to rounding, the numbers presented
throughout this Prospectus may not add up precisely, and percentages may not precisely reflect absolute figures.
It should be noted that the Capital Notes do not represent partnership interests in the Issuer.
2


STABILIZATION
IN CONNECTION WITH THE ISSUE OF THE CAPITAL NOTES, DEUTSCHE BANK AG, LONDON BRANCH AS THE
STABILIZING MANAGER (OR ANY PERSON ACTING ON ITS BEHALF) MAY OVER-ALLOT THE CAPITAL NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE CAPITAL NOTES AT A LEVEL HIGHER THAN
THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER
(OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY
BEGIN AT ANY TIME ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE
OFFER OF THE CAPITAL NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE CAPITAL NOTES AND 60 CALENDAR DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE CAPITAL NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT
MUST BE CONDUCTED BY THE STABILIZING MANAGER (OR ANY PERSON ACTING ON ITS BEHALF) IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND RULES.
3


TABLE OF CONTENTS
RESPONSIBILITY FOR THE PROSPECTUS .............................................................................................................. 2
STABILIZATION .......................................................................................................................................................... 3
SUMMARY .................................................................................................................................................................. 5
Simplified structure diagram ...................................................................................................................................... 8
GERMAN TRANSLATION OF THE SUMMARY - ZUSAMMENFASSUNG ................................................................. 25
Vereinfachtes Strukturdiagramm.............................................................................................................................. 28
RISK FACTORS ........................................................................................................................................................ 45
FORWARD-LOOKING STATEMENTS....................................................................................................................... 53
PRESENTATION OF FINANCIAL INFORMATION..................................................................................................... 54
USE OF PROCEEDS................................................................................................................................................. 55
REGULATORY CAPITAL........................................................................................................................................... 56
RELEVANT PROFITS, BALANCE SHEET PROFITS AND DIVIDENDS OF DEUTSCHE HYPOTHEKENBANK......... 57
TERMS AND CONDITIONS OF THE CAPITAL NOTES............................................................................................. 58
DESCRIPTION OF THE PARTICIPATION AGREEMENT .......................................................................................... 75
DESCRIPTION OF THE LOAN AGREEMENT ........................................................................................................... 84
DESCRIPTION OF THE CONTRIBUTION AGREEMENT .......................................................................................... 92
DESCRIPTION OF THE FIDUCIARY ASSIGNMENT AGREEMENT .......................................................................... 93
GENERAL INFORMATION ON THE ISSUER ............................................................................................................ 94
DESCRIPTION OF DEUTSCHE HYPOTHEKENBANK .............................................................................................. 96
DESCRIPTION OF NORDDEUTSCHE LANDESBANK LUXEMBOURG S.A.............................................................. 99
REGULATION ..........................................................................................................................................................100
TAXATION................................................................................................................................................................109
SUBSCRIPTION AND SALE.....................................................................................................................................115
GENERAL INFORMATION .......................................................................................................................................117
DOCUMENTS INCORPORATED BY REFERENCE..................................................................................................119
4


SUMMARY
The following constitutes the summary (the "Summary") of the essential characteristics and risks associated with the Issuer, the
Bank and the Capital Notes to be issued. This Summary should be read as an introduction to this Prospectus. It does not purport to
be complete and is taken from, and is qualified in its entirety by, the remainder of this Prospectus. Any decision by an investor to
invest in the Capital Notes should be based on consideration of this Prospectus as a whole, including the documents incorporated by
reference as well as any supplement to this Prospectus. Where a claim relating to the information contained in this Prospectus
(including the documents incorporated by reference as wel as any supplement to this Prospectus) is brought before a court, the
plaintiff investor might, under the national legislation of such court, have to bear the costs of translating the Prospectus (including the
documents incorporated by reference as well as any supplement to this Prospectus) before the legal proceedings are initiated. No
civil liability attaches to the Bank, the Managers or the Issuer solely on the basis of this summary, including any translation thereof,
unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus.
Introductory Overview of the Transaction
The following paragraphs contain a brief overview of the most significant features of the transaction consisting of the issuance of the
Capital Notes by the Issuer and payment of the proceeds therefrom to the Bank under the Participation Agreement (the
"Transaction").
The Issuer proposes to issue the euro denominated Capital Notes for the purpose of acquiring a silent capital interest (the
"Participation") in the commercial enterprise (Handelsgewerbe) of Deutsche Hypothekenbank (Actien-Gesellschaft), Hanover/Berlin
("Deutsche Hypothekenbank" or the "Bank"). The final aggregate nominal amount and the rate of interest of the Capital Notes are
expected to be determined by the Issuer on or around 22 September 2010 on the basis of a bookbuilding procedure, involving
(i) qualified investors to whom an offer does not require an approved offer document by the relevant authority and (ii) investors in the
Federal Republic of Germany, the Kingdom of the Netherlands, the Kingdom of Belgium, the Republic of Ireland and the Republic of
Austria, carried out during the bookbuilding period beginning on or around the date of this Prospectus and ending on or around
22 September 2010. The Issuer reserves the right to extend or shorten the offer period in accordance with applicable law. The Issuer
also retains the right not to proceed with the issue of the Capital Notes. The results of the bookbuilding procedure will be published
by the Issuer in accordance with Article 8(1) of the Prospectus Directive and the Luxembourg law on prospectuses for securities of
10 July 2005 on or around 23 September 2010 on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The issue price of the Capital Notes in the denomination of 1,000 each (the "Capital Notes"), issued by Charlottenburg Capital
International S.àr.l. & Cie SECS (the "Issuer"), a limited partnership (société en commandite simple) established under the laws of
Luxembourg on 27 August 2010, is 100 per cent. of their nominal amount.
The Capital Notes are expected to bear interest at a fixed rate starting to accrue from (and including) the date of issue of the Capital
Notes (expected to be on or around 29 September 2010, hereinafter the "Issue Date"). Interest shall be payable annually in arrear
on 30 June of each year. The first payment of interest to be made on 30 June 2011 will be in respect of the period from (and
including) the Issue Date to (but excluding) 30 June 2011. Payments of interest (each a "Coupon Payment") may be delayed and
are contingent on the Issuer's actual receipt of funds pursuant to the Participation Agreement and the Loan Agreement (each as
defined below) as described in the section entitled "Terms and Conditions of the Capital Notes". The Capital Notes do not have a
maturity date. The Capital Notes are redeemable in whole, but not in part, at the option of the Issuer on 30 June 2016 or on 30 June
of any year thereafter as described in the section entitled "Terms and Conditions of the Capital Notes".
With the proceeds of the issue of the Capital Notes, the Issuer intends to acquire the Participation in the commercial enterprise
(Handelsgewerbe) of Deutsche Hypothekenbank in the form of a silent partnership (Stille Gesellschaft) under German law pursuant
to an agreement providing for a cash contribution by the Issuer to Deutsche Hypothekenbank in an amount to be determined by the
Issuer and Deutsche Hypothekenbank on or around 22 September 2010 (the "Silent Contribution") and to be entered into on or
around 22 September 2010 (the "Participation Agreement").
In return, the Issuer, as silent partner, will (subject to the provisions set out below) earn profit participations ("Profit Participations")
calculated annually on the basis of the nominal amount of its Silent Contribution for each fiscal year of the Bank and payable
annually in arrear ("Profit Participation Payments"). The Issuer expects to fund Coupon Payments on the Capital Notes with Profit
Participation Payments received from Deutsche Hypothekenbank under the Participation Agreement and funds received from
Norddeutsche Landesbank Luxembourg S.A. under the Loan Agreement (as defined below).
Profit Participations will, inter alia, not accrue if (but only to the extent that) such payment would lead to or increase a negative
Relevant Profit for the relevant fiscal year of the Bank as calculated under the Participation Agreement in accordance with the
applicable accounting standards (i.e. the accounting standard applicable from time to time to the Bank which is obligatory for the
drawing up of its unconsolidated financial statements which at the start date of the Participation is that defined by the German
Commercial Code (Handelsgesetzbuch)). "Relevant Profits" means the net profit (Jahresüberschuss) or net loss (Jahresfehlbetrag)
of the Bank as shown on the Bank's unconsolidated income statement of the financial statements for the relevant profit period as
audited by an auditing firm which is notified by the Bank to the BaFin, plus withdrawals from other revenue reserves, if any,
accumulated during the term of the Participation Agreement, minus any loss carried forward from the previous year and minus any
amount to be allocated to the statutory reserves pursuant to Section 300 of the German Stock Corporation Act, all in compliance and
determined in accordance with applicable accounting standards. If, during the term of the silent partnership, the Bank enters into a
profit and loss transfer agreement as controlled company, the effect of such profit and loss transfer agreement shall be disregarded
when determining the net profit or net loss, provided, however, that in respect of Profit Participation Payments the position of the
5


silent partner shall not be less favourable than the position of a holder of other present or future instruments of the Bank qualifying
as core capital.
If the profits of the Bank are not sufficient for the accrual of full Profit Participations or if the Bank's solvency ratio (Gesamtkennziffer)
falls below 9 per cent. on an unconsolidated basis, to the extent that payment of such Profit Participation would result in or increase
an annual loss (in accordance with the German Commercial Code (Handelsgesetzbuch)) for the fiscal year of the Bank to which the
relevant Profit Period relates or if certain other conditions are met, Profit Participations may accrue in part or no Profit Participations
may accrue at all. Moreover, under German law, the German Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) ("BaFin") may prohibit or limit the payment of interest on silent partnership interests qualifying as core
capital (such as the funds provided to the Bank under the Participation Agreement) to the extent such payments are not covered by
a current annual net profit.
In addition, in case of a Balance Sheet Deficit, the Issuer as silent partner will share in such Balance Sheet Deficit in the proportion
which the book value of its Silent Contribution bears in relation to the aggregate book value of all loss-sharing components of the
Bank's liable capital (Haftkapitalanteile). In such case, the book value of the Silent Contribution will be reduced in the amount of its
pro-rata share in the relevant Balance Sheet Deficit ("Reduction"). After a Reduction, future Balance Sheet Profits will be used to
replenish the book value of the Silent Contribution to the final aggregate nominal amount of the Capital Notes. Future Profit
Participations may only be paid after a full replenishment of the Silent Contribution's book value to the final aggregate nominal
amount of the Capital Notes. Profit Participation Payments are non-cumulative. Consequently, Profit Participation Payments
in following years will not be increased to compensate for any shortfall in Profit Participation Payments during a previous
year.
"Balance Sheet Deficit" (Bilanzverlust) of the Bank means that no distributable profits (Bilanzgewinn) are shown on the Bank's
unconsolidated balance sheet of the financial statements as calculated under the Participation Agreement in accordance with the
applicable accounting standards ("Balance Sheet Profit"). Under the applicable accounting standards, the Balance Sheet Profit is
derived from the net profit (Jahresüberschuss) or net loss (Jahresfehlbetrag) for the year adjusted for profits/losses carried forward
from the previous fiscal year as well as transfers from capital reserves and revenue reserves (Kapital- und Gewinnrücklagen) and
allocations to revenue reserves as well as transfers from and the reinstatement of the participatory capital (Genussrechtskapital).
However, the Bank is not obligated to release any such reserves or to realise any hidden reserves to ensure an annual Balance
Sheet Profit. If, during the term of the silent partnership, the Bank enters into a profit and loss transfer agreement as controlled
company, the effect of such profit and loss transfer agreement shall be disregarded when determining the net profit or net loss,
provided, however, that in respect of the sharing of losses the position of the silent partner shall not be less favourable than the
position of a holder of other present or future instruments of the Bank qualifying as core capital and/or additional capital.
If the book value of the Silent Contribution has not yet been fully replenished at the time the Silent Contribution becomes due for
repayment, only an amount corresponding to the book value of the Silent Contribution on the relevant date will be repaid under the
Participation Agreement (the lower of the nominal contribution amount and the book value of the Silent Contribution, the
"Repayment Amount").
Profit Participation Payments and replenishments of the Silent Contribution after a Reduction are subject to German withholding tax
(Kapitalertragsteuer) ("German Withholding Tax") plus solidarity surcharge (Solidaritätszuschlag) to be withheld and transferred by
the Bank to the German tax authorities. To the extent such Profit Participation Payments and to the extent such replenishments are
attributable to the limited partner of the Issuer (the "Issuer Limited Partner") as taxable profit under German tax laws, such
withholdings will be counted as a prepayment towards the German corporate income tax owed by the Issuer Limited Partner. The
Issuer Limited Partner expects that it will be entitled to claim refunds from the German tax authorities (the "Tax Refund Claims") in
amounts by which the prepayments in the form of withholdings made by the Bank exceed its actual German corporate income tax
liability. The Issuer Limited Partner will undertake in a separate contribution agreement with the general partner of the Issuer (the
"Issuer General Partner") to be entered into on or around of the Issue Date (the "Contribution Agreement") to contribute to the
Issuer amounts that it receives from the German tax authorities on account of its Tax Refund Claims together with the amounts of
withholdings not resulting in Tax Refund Claims but credited by German tax authorities against the corporate tax liability of the Issuer
Limited Partner, if any, as and when it receives such amounts (each such amount a "Contribution Payment"). As Tax Refund
Claims only become due after the tax assessment for each tax year, the Issuer, on or around the Issue Date, expects to enter into a
loan agreement (the "Loan Agreement") with Norddeutsche Landesbank Luxembourg S.A. (the "Lender") to obtain bridge funding.
Under the Loan Agreement, the Lender is obliged to make loan advances (each a "Loan Advance") to the Issuer. The Loan
Advances will be made (i) in the amount of the withholdings made by the Bank in connection with Profit Participation Payments on
account of German Withholding Tax in order to fund in part the Issuer's obligation to pay interest on the Capital Notes and (ii) in the
amount of the withholdings made by the Bank on account of German Withholding Tax in connection with a replenishment of the
Silent Contribution after a Reduction in order to fund the Issuer's obligation to pay such amount to the Bank. The Issuer expects to
repay the Loan Advances with the monies it receives upon payment of the Contribution Payments.
Payment of principal and interest under the Capital Notes is conditional upon receipt by the Issuer of (i) Profit Participations and the
Repayment Amount from the Bank under the Participation Agreement and (ii) Loan Advances from the Lender under the Loan
Agreement. Hence, payments under the Capital Notes are linked to Profit Participation Payments and payment of the Repayment
Amount which, in turn, are dependent on the Bank's profitability. Therefore, the Issuer's obligation to make Coupon Payments as
well as the repayment of the Capital Notes is dependent on the financial condition and results of operations of the Bank.
If the payment of a Profit Distribution would lead to or increase a negative Relevant Profit of the Bank in any fiscal year,
holders of the Capital Notes (the "Note Holders") will receive no Coupon Payments under the Capital Notes for the
respective fiscal year. Further, if the book value of the Silent Contribution has been reduced below the nominal
contribution amount due to losses of the Bank in previous years, the Note Holders will receive no Coupon Payments under
the Capital Notes until the Silent Contribution has been fully replenished using subsequent Balance Sheet Profits
(Bilanzgewinn) and may not receive repayment on the Capital Notes.
6


Claims under the Participation Agreement are subordinated in the Bank's insolvency or liquidation. Accordingly, the Issuer's rights,
as silent partner, under the Participation Agreement will rank junior to all unsubordinated and subordinated creditors of Deutsche
Hypothekenbank in the event of the insolvency or liquidation of Deutsche Hypothekenbank.
The Capital Notes have an indefinite term and will only be redeemed if the Participation Agreement is terminated and the Silent
Contribution is repaid to the Issuer or if the Issuer chooses to exercise its right of early termination. The Participation Agreement
runs for an indefinite period. Under its terms, the Participation Agreement may only be terminated by the Bank and may not be
terminated by the Issuer. Subject to certain exceptions described in this Prospectus, an ordinary termination of the Participation
Agreement by the Bank will only become effective on or after 31 December 2020. In addition, the Participation Agreement (subject to
certain exceptions described in this Prospectus) stipulates that no termination shall become effective without prior regulatory
approval.
Therefore, Note Holders should be aware that they may be required to bear the financial risks of an investment in the
Capital Notes for an indefinite period of time.
Pursuant to a fiduciary assignment agreement to be entered into on or around the Issue Date ("Fiduciary Assignment
Agreement") between, inter alia, the Issuer, Deutsche Hypothekenbank as Bank, Norddeutsche Landesbank Luxembourg S.A. as
Lender and Deutsche Bank AG, London Branch acting as a security trustee for the benefit of the Note Holders ("Security Trustee"),
the Issuer will assign to the Security Trustee, for the benefit of the Note Holders, all present and future payment claims under the
Participation Agreement and the Loan Agreement.
Deutsche Hypothekenbank intends to treat the proceeds it receives in the form of the Silent Contribution under the Participation
Agreement as solo Tier I capital (Kernkapital) for purposes of compliance with regulatory capital requirements. For more information
on the regulatory capital requirements applicable to Deutsche Hypothekenbank, see the section entitled "Regulation".
7


Simplified structure diagram
Charlottenburg
Charlottenburg
Capital International
Capital International
S.àr.l.
GmbH
Payments
under
Contribution
Limited Partner: 99.99%
General Partner: 0.01%
Agreement
3) Repayment of
Charlottenburg
Capital Notes
Capital
2) Interest
Advances
Note Holders
under
International
1) Issue Price
Loan
S.àr.l. & Cie SECS
Agreement
Silent
Profit Participation Payments from Silent
Silent Contribution Participation
Participation
Norddeutsche
Deutsche
Landesbank
Hypothekenbank
Luxembourg S.A.
8


Summary of the Issuer
Legal and Commercial Name, Place of Registration, Registration Number
The Issuer was established on 27 August 2010 under the name "Charlottenburg Capital International S.àr.l. & Cie SECS" under the
Law of 10 August 1915 (Luxembourg), as amended, and is registered with the Luxembourg Trade and Companies Register under
the registration number B 155192. The Issuer was established for an unlimited duration and has no operating history. The Issuer has
been established as a special purpose vehicle for the purpose of implementing the transaction described in this Prospectus,
including the issue of the Capital Notes.
The Issuer has not commenced operations and no financial statements have been made up as at the date of this Prospectus. Since
the date of its establishment, the Issuer has not incurred any liabilities other than liabilities incidental to its establishment and
administration.
Contributed Capital
The partnership capital of the Issuer amounts to 1,000 (one thousand Euro) divided into 10,000 units of 0.10. Each unit entitles to
one vote in general meetings of partners.
Partners
The Issuer General Partner is Charlottenburg Capital International S.àr.l., a private limited liability company (société à responsabilité
limitée) incorporated under Luxembourg law whose sole beneficial shareholder is State Street Trustees (Jersey) Limited as trustee
for the Charlottenburg Capital International S.àr.l. Charitable Trust, an independent charitable trust domiciled in Jersey. The Issuer
Limited Partner is Charlottenburg Capital International GmbH, a limited liability company incorporated under German law and
domiciled in Hanover, Germany. The sole beneficial shareholder of the Issuer Limited Partner is State Street Trustees (Jersey)
Limited as trustee for the Charlottenburg Capital International GmbH Charitable Trust, an independent charitable trust domiciled in
Jersey.
Principal Activities
The Issuer is a special purpose vehicle. The business purpose of the Issuer is, pursuant to a limited partnership agreement entered
into by the Issuer General Partner and the Issuer Limited Partner on 27 August 2010, to participate as silent partner in the business
of Deutsche Hypothekenbank and, for this purpose, to raise capital by the issuance of debt securities and to undertake certain
activities related thereto. The Issuer is further entitled to engage in any ancillary businesses which promote the foregoing principal
business purpose. The principal activities of the Issuer correspond with the business purpose stipulated in the limited partnership
agreement. The Issuer has no employees.
Management
The Issuer acts through the Issuer General Partner who has the sole power to represent the Issuer. The Issuer General Partner may
be contacted at the registered office of the Issuer which is 6, rue Philippe II, L-2340 Luxembourg, Luxembourg, telephone no.
+352 2711 0001. The current managers of the Issuer General Partner are:
Name
Function
Ms. Esther Raudszus
Manager
Mr. Ganash Lokanathen
Manager
Mr. Robert Quinn
Manager
The business address of each of the managers of the Issuer General Partner is 6, rue Philippe II, L-2340 Luxembourg, Luxembourg.
Fiscal Year
The fiscal year of the Issuer corresponds to the calendar year.
Auditor
The auditor of the Issuer is PricewaterhouseCoopers S.à r.l., 400, route d'Esch, B.P. 1443, L-1014 Luxembourg, Luxembourg who is
a member of the Institut des Réviseurs d'Entreprises, Luxembourg.
Copies of the audited financial statements of the Issuer, once prepared, will be available at the Issuer's registered office at 6, rue
Philippe II, L-2340 Luxembourg, Luxembourg.
Litigation
The Issuer is not involved in any litigation or arbitration proceedings which may have any material adverse effect on the financial
position of the Issuer's business or have had such an effect since the date of its establishment on 27 August 2010. Furthermore, the
Issuer is not aware that any such proceedings or arbitration proceedings are imminent or threatened.
Statement of "No Material Adverse Change"
Unless otherwise disclosed in this Prospectus, there has been no material adverse change in respect of the financial situation of the
Issuer since the date of its establishment on 27 August 2010.
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Unless otherwise disclosed in this Prospectus, there is no information on already-known trends, uncertainties, demands, obligations
or events which would be likely to have a material adverse effect on the prospects of the Issuer in the current fiscal year 2010.
Material Contracts
Other than set out in this Prospectus, the Issuer has not entered into any material contracts which have a negative material effect on
the financial condition of the Issuer.
Capital Contributions on the Issue Date
Under the limited partnership agreement, the Issuer General Partner and the Issuer Limited Partner have agreed to make an initial
capital contribution (in relation to each such party, its Capital Contribution) to the Issuer in the following amounts:
Euro
Issuer General Partner ...............................................................................................
0.10
Issuer Limited Partner ................................................................................................
999.90
Provided that the Issuer Limited Partner does not become involved with the management of the Issuer other than in the
circumstances provided in the limited partnership agreement, the liability of the Issuer Limited Partner for the debts or obligations of
the Issuer will be limited to its Capital Contribution and any additional capital contribution that it has made or agreed to make to the
Issuer.
Capitalisation on the Issue Date
The following table sets forth the Issuer's contributed capital on the date of its establishment and as adjusted for the consummation
of the transaction:
Contributed Capital
Date of Establishment ............................................................................................................. 1,000
Issue Date................................................................................................................................ 1,000
In addition, as of the Issue Date, the Issuer will have additional liabilities in an amount equal to the final aggregate nominal amount
of the Capital Notes.
There has been no material adverse change in respect of the capitalisation of the Issuer since the date of its establishment on
27 August 2010.
No Rating
The Issuer is not rated.
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