Bond LANXES AG 3.95% ( XS0746637296 ) in CNY

LANXES AG

100 % ▼

Germany

XS0746637296 ( in CNY )

3.95% per year ( payment 1 time a year)

16/02/2015 - Bond has expired

Prospectus brochure of the bond Lanxess AG XS0746637296 in CNY 3.95%, expired

1 000 000 CNY

500 000 000 CNY

LANXESS AG is a German specialty chemicals company operating globally, producing and selling high-performance materials, including plastics, rubber, and intermediates, for diverse industries like automotive, construction, and electronics.

The Bond issued by LANXES AG ( Germany ) , in CNY, with the ISIN code XS0746637296, pays a coupon of 3.95% per year.
The coupons are paid 1 time per year and the Bond maturity is 16/02/2015

Debt Issuance Programme Prospectus
Dated 28 April 2011
This document constitutes two base prospectuses for the purposes of Article 5.4 of Directive 2003/71/EC: (i) the
base prospectus of LANXESS Aktiengesellschaft in respect of non-equity securities within the meaning of Art. 22
No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of April 29, 2004 ("Non-Equity Securities") and (ii)
the base prospectus of LANXESS Finance B.V. in respect of Non-Equity Securities (together, the "Prospectus").

LANXESS Aktiengesellschaft
(incorporated in the Federal Republic of Germany)
as Issuer and as Guarantor for Notes issued by

LANXESS Finance B.V.
(incorporated with limited liability in The Netherlands)

EUR 2,500,000,000
Programme for the Issuance of Debt Instruments (the "Programme")

Application has been made to list Notes to be issued under the Programme on the official list of the
Luxembourg Stock Exchange and to admit Notes to trading on the regulated market of the Luxembourg Stock
Exchange (as defined below) during a period of 12 months from the date of this Prospectus. However, Notes
may also be issued under the Programme which are listed on a stock exchange other than the Luxembourg Stock
Exchange or which are not listed on any stock exchange.
Each Issuer has requested the Commission de Surveillance du Secteur Financier (the "Commission") to
provide the competent authorities in the Federal Republic of Germany ("Germany"), the United Kingdom of
Great Britain and Northern Ireland, Ireland, the Republic of Austria and The Netherlands with a certificate of
approval attesting that the Prospectus has been drawn up in accordance with the Loi relative aux prospectus pour
valeurs mobilières which transforms Directive 2003/71/EC of the European Parliament and the Council of 4
November 2003 into Luxembourg law ("Notification"). Each Issuer may request the Commission to provide
competent authorities in additional host Member States within the European Economic Area with a Notification.
This Prospectus has been approved by the Commission, has been filed with said authority and will be
published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the
website of LANXESS Aktiengesellschaft (www.lanxess.de).
Arrangers
DEUTSCHE BANK
THE ROYAL BANK OF SCOTLAND
Dealers
BAYERN LB
BOFA MERRILL LYNCH
CITI
COMMERZBANK
CREDIT SUISSE
DEUTSCHE BANK
J.P. MORGAN
SEB
THE ROYAL BANK OF SCOTLAND
STANDARD CHARTERED BANK
UNICREDIT BANK
UBS INVESTMENT BANK

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RESPONSIBILITY STATEMENT
LANXESS Aktiengesellschaft ("LANXESS AG" and together with its consolidated subsidiaries, the
"LANXESS Group" or "LANXESS") with its registered office in Leverkusen and LANXESS Finance B.V.
("LANXESS Finance") with its registered office in Amsterdam (each an "Issuer", and together, the "Issuers")
are solely responsible for the information given in this Prospectus.
Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus for which it is responsible is, to the best of its knowledge, in accordance
with the facts and contains no omission likely to affect its import.
This Prospectus should be read and understood in conjunction with any supplement hereto and with any other
documents incorporated herein by reference and, in relation to any Series of Notes, together with the relevant
final terms (the "Final Terms").
Each Issuer and the Guarantor (as defined herein) have confirmed to the dealers set forth in the section
"Names and Addresses" and any additional dealer appointed from time to time under the Programme (each a
"Dealer" and together the "Dealers") that this Prospectus contains the information which, according to the
particular nature of the respective Issuer and of the Notes offered to the public or admitted to trading on a
regulated market, is necessary to enable investors to make an informed assessment of the assets and liabilities,
financial position, profit and losses, and prospects of each Issuer and the Guarantor, and of the rights attaching to
the Notes; that the information contained herein with respect to the Issuers, the Guarantor and the Notes is
accurate in all material respects and is not misleading; that any opinions and intentions expressed herein are
honestly held and based on reasonable assumptions; that there are no other facts, the omission of which would
make any statement, whether fact or opinion, in this Prospectus misleading in any material respect; and that all
reasonable enquiries have been made to ascertain all facts and to verify the accuracy of all statements contained
herein.
NOTICE
No person has been authorized to give any information which is not contained in or not consistent with this
Prospectus or any other document entered into in relation to the Programme or any information supplied by any
Issuer or such other information as in the public domain and, if given or made, such information must not be
relied upon as having been authorized by the Issuers, the Guarantor, the Dealers or any of them.
Neither any of the arrangers nor any Dealer nor any other person mentioned in this Prospectus, excluding the
Issuers, is responsible for the information contained in this Prospectus or any supplement thereof, 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 and
completeness of the information contained in any of these documents.
This Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective
dates of issue. The delivery of this Prospectus or 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 Issuers since such date or that any other information supplied in connection with the 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.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come
are required to inform themselves about and observe any such restrictions. For a description of the restrictions
applicable in the United States of America, the United Kingdom, The Netherlands, Japan, Luxembourg and the
European Economic Area, see - "Selling Restrictions". In particular, the Notes have not been and will not be

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registered under the United States Securities Act of 1933, as amended (the "Securities Act") 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.
This Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply,
any offer of Notes in any Member State of the European Economic Area which has implemented Directive
2003/71/EC (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus
Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for
offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of
Notes which are the subject of an offering contemplated in this Prospectus as completed by Final Terms in
relation to the offer of those Notes may only do so (i) in circumstances in which no obligation arises for the
relevant Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer,
or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant Member State
or, where appropriate, approved in another Relevant Member State and notified to the competent authority in
that Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive,
provided that any such prospectus has subsequently been completed by Final Terms which specifies that offers
may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and
such offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus
or final terms, as applicable. Except to the extent sub-paragraph (ii) above may apply, neither the relevant Issuer
nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in
which an obligation arises for the relevant Issuer or any Dealer to publish or supplement a prospectus for such
offer.
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 authorized or to any person to whom it
is unlawful to make such an offer or solicitation.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, 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, THERE IS NO ASSURANCE THAT THE STABILISING
MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISING MANAGER) WILL
UNDERTAKE STABILISATION ACTION. 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 BE ENDED
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 .
In this Prospectus all references to "", "EUR" or "euro" are to the currency introduced at the start of the
third stage of the European economic and monetary union, and as defined in Article 2 of Council Regulation (EC)
No 974/98 of 3 May 1998 on the introduction of the euro, as amended.
The legally binding language of this Prospectus is the English language; except for the Terms and Conditions
of the Notes for specific Tranches where the legally binding language will be specified in the applicable Final
Terms.

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Each of the Issuers and the Guarantor has undertaken, in connection with the listing of the Notes on the
official list of the Luxembourg Stock Exchange and admission to trading on the "regulated market 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 amending Council
Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council
and repealing Council Directive 93/22/EEC, that if, while Notes of an Issuer are outstanding and listed on the
official list of the Luxembourg Stock Exchange and are admitted to trading on the regulated market of the
Luxembourg Stock Exchange, there shall occur any adverse change in the business or financial position of such
Issuers or the Guarantor or any change in the information set out under "Terms and Conditions of the Notes",
that is material in the context of issuance under the Programme which is not reflected in this Prospectus (or any
of the documents incorporated by reference in this Prospectus) such Issuer and/or the Guarantor, as the case may
be, will prepare or procure the preparation of a supplement to this Prospectus or, as the case may be, publish a
new Prospectus for use in connection with any subsequent issue by such Issuer of Notes to be listed on the
official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the
Luxembourg Stock Exchange.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated such rating will be specified in
the relevant Final Terms. A rating is not a recommendation to buy, sell or hold Notes and may be subject to
suspension, reduction or withdrawal at any time by the assigning rating agency.

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TABLE OF CONTENTS
Summary in respect of the Notes ............................................................................... 7
Summary in respect of LANXESS AG .................................................................... 11
The Notes .................................................................................................................... 14
LANXESS AG ........................................................................................................... 15
LANXESS FINANCE ............................................................................................... 16
GERMAN TRANSLATION OF THE SUMMARY .......................................................... 17
Zusammenfassung in Bezug auf die Schuldverschreibungen ............................... 17
Zusammenfassung in Bezug auf die LANXESS AG .............................................. 22
Zusammenfassung in Bezug auf LANXESS Finance ............................................. 24
Zusammenfassung in Bezug auf die Risikofaktoren .............................................. 25
Die Schuldverschreibungen ...................................................................................... 25
LANXESS AG ........................................................................................................... 26
LANXESS Finance .................................................................................................... 28
RISK FACTORS ................................................................................................................... 29
Risk Factors in respect of the Notes......................................................................... 29
Risk Factors in respect of LANXESS AG ............................................................... 33
Risk Factors in respect of LANXESS Finance ....................................................... 36
GENERAL DESCRIPTION OF THE PROGRAMME .................................................... 37
I.
General ........................................................................................................... 37
II.
Issue Procedures ............................................................................................ 37
TERMS AND CONDITIONS OF THE NOTES ................................................................ 39
GUARANTEE ....................................................................................................................... 82
FORM OF FINAL TERMS ................................................................................................. 88
LANXESS AG ..................................................................................................................... 104
LANXESS FINANCE ......................................................................................................... 119
TAXATION ......................................................................................................................... 122
I. Federal Republic of Germany ("Germany") .................................................... 122
II. The Netherlands ................................................................................................. 125
III. Luxembourg ...................................................................................................... 128
IV. EU Savings Tax Directive ................................................................................. 129
SUBSCRIPTION AND SALE ............................................................................................ 130
Underwriting ............................................................................................................ 130
Description of public offer (if any) and offer mechanics ..................................... 130
Selling Restrictions .................................................................................................. 130
Public Offer Selling Restriction Under the Prospectus Directive. ...................... 131
United States of America (the "United States") ................................................... 131

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Selling Restrictions Addressing Additional United Kingdom Securities Laws . 133
Luxembourg ............................................................................................................. 134
Japan ........................................................................................................................134
GENERAL INFORMATION ............................................................................................ 135
Listing and Admission to Trading ......................................................................... 135
Authorisation ........................................................................................................... 135
Use of Proceeds ........................................................................................................ 135
Clearing .................................................................................................................... 135
Tax Legend ............................................................................................................... 135
Documents on Display ............................................................................................. 136
INCORPORATION BY REFERENCE ............................................................................ 137

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SUMMARY
The following constitutes the summary (the "Summary") of the essential characteristics and risks associated
with each Issuer and the Notes to be issued under the Programme. This Summary should be read as an
introduction to this Prospectus. Any decision by an investor to invest in the Notes should be based on
consideration of this Prospectus as a whole and the relevant Final Terms. Where a claim relating to the
information contained in this Prospectus and the relevant Final Terms 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
and the relevant Final Terms before the legal proceedings are initiated. Civil liability attaches to those persons
who have tabled this Summary including any translation thereof, and applied for its notification, but only if the
Summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus.
The following description of certain general features of the Programme does not purport to be complete and is
taken from and qualified in its entirety by the remainder of this Prospectus and, in relation to the terms and
conditions of any particular Tranche of Notes, the applicable Final Terms.
Summary in respect of the Notes
Issuers:
LANXESS Aktiengesellschaft ("LANXESS AG").
LANXESS Finance B.V. ("LANXESS Finance").

Guarantor:
LANXESS AG (in respect of Notes issued by LANXESS Finance) (in
such capacity the "Guarantor").

Arrangers:
Deutsche Bank Aktiengesellschaft.
The Royal Bank of Scotland plc.

Dealers:
Bayerische Landesbank, Citigroup Global Markets Limited,
Commerzbank Aktiengesellschaft, Credit Suisse Securities (Europe)
Limited, Deutsche Bank Aktiengesellschaft, J.P. Morgan Securities Ltd.,
Merrill Lynch International, Skandinaviska Enskilda Banken AB (publ),
Standard Chartered Bank, The Royal Bank of Scotland plc, UBS
Limited, UniCredit Bank AG and any new Dealer appointed in
accordance with the agreement dated 28 April 2011 between the Issuers
and the Arrangers and the Dealers (the "Dealer Agreement").

Fiscal Agent:
Deutsche Bank Aktiengesellschaft.

Paying Agent:
Deutsche Bank Aktiengesellschaft and the other institutions, all as
indicated in the applicable Final Terms.

Luxembourg Paying Agent
Deutsche Bank Luxembourg S.A.
Luxembourg Listing Agent:
Deutsche Bank Luxembourg S.A.

Specified Currencies:
Notes may be issued in any currency agreed by the relevant Issuer and
the relevant Dealer(s) and specified in the Final Terms.
Denominations 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 Final
Terms save that the minimum denomination of the Notes will be
Euro 1,000 (or nearly equivalent in another currency).

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Form of Notes:
Notes may only be issued in bearer form.
Notes to which U.S. Treasury Regulation § 1.163-5(c)(2)(i)(C) (the
"TEFRA C Rules") applies ("TEFRA C Notes") will be represented by
a permanent global Note in bearer form, without interest coupons, in a
principal amount equal to the aggregate principal amount of such Notes
("Permanent Global Note").

Notes to which U.S. Treasury Regulation § 1.163-5(c)(2)(i)(D) (the
"TEFRA D Rules") applies ("TEFRA D Notes") will be represented
initially by a Temporary Global Note ("Temporary Global Note")
which will be exchanged for Notes represented by one or more
Permanent Global Note(s), in each case not earlier than 40 days and not
later than 180 days after the completion of distribution of the Notes
comprising the relevant Tranche upon certification of non U.S.-
beneficial ownership in the form available from time to time at the
specified office of the Fiscal Agent.

Notes to which neither the TEFRA C Rules nor the TEFRA D Rules
apply will be represented by a Permanent Global Note.

Notes in definitive form and interest coupons will not be issued.
It is anticipated that a New Global Note ("NGN") will generally be used
if the Notes are denominated in Euro and are held in a manner which
would allow Eurosystem eligibility.

Status of the Notes:
The Notes will constitute unsecured and unsubordinated obligations of
the relevant Issuer ranking pari passu among themselves and pari passu
with all other unsecured and unsubordinated obligations of the relevant
Issuer.

Types of Notes:
Notes may be either interest bearing at fixed or variable rates or non-
interest bearing, with principal repayable at a fixed amount or by
reference to a formula as may be agreed between the relevant Issuer and
the relevant Dealer(s) as specified in the applicable Final Terms.
Fixed Rate Notes:
Fixed Rate Notes bear a fixed interest income throughout the entire term
of the Notes. Notes for which the interest rate is fixed will be payable on
such basis as may be agreed between the relevant Issuer and the relevant
Dealer(s), as specified in the applicable Final Terms. The yield of the
Notes will be calculated by using conventional methods. The relevant
method will be specified in the applicable Final Terms.

Floating Rate Notes:
Floating Rate Notes bear a variable interest income. Notes for which the
interest rate is variable will bear interest on such basis as may be agreed
between the relevant Issuer and the relevant Dealer(s), as indicated in the
applicable Final Terms. The margin, if any, relating to such floating rate
will be agreed between the relevant Issuer and the relevant Dealer(s) for
each Series of Floating Rate Notes ("FRN").
The "Agent" (which expression shall in this context mean the Fiscal
Agent or the Calculation Agent, as specified in the applicable Final
Terms) will, on or as soon as practicable after each time at which the

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Rate of Interest is to be determined, determine the Rate of Interest and
calculate the amount of interest (herein called the "Interest Amount")
payable on the FRNs in respect of each Specified Denomination for the
relevant Interest Period. Each Interest Amount shall be calculated by
applying the Rate of Interest and the Day Count Fraction detailed in the
applicable Final Terms to each Specified Denomination, and rounding
the resultant figure to the nearest smallest unit of the Specified Currency,
with 0.5 of such unit being rounded upwards.
Interest periods for FRNs will be one, two, three, six or twelve month(s)
or such other period(s) as may be agreed between the relevant Issuer and
the relevant Dealer(s), as indicated in the applicable Final Terms.

FRNs in respect of each Interest Period, as selected prior to issue by the
Issuer and the relevant Dealer(s), will be payable on such Interest
Payment Dates specified in, or determined pursuant to, the applicable
Final Terms and will be calculated as indicated in the applicable Final
Terms.
FRNs may also have a maximum interest rate, a minimum interest rate
or both.
Index Linked Notes:
Payments of principal in respect of Index Linked Redemption Amount
Notes or of interest in respect of Index Linked Interest Notes (together
"Index Linked Notes") will be calculated by reference to such index
and/or formula as the relevant Issuer and the relevant Dealer may agree
on as indicated in the applicable Final Terms. Each issue of Index
Linked Notes will be made in compliance with all applicable legal
and/or regulatory requirements.

Other provisions in relation to Floating Rate Notes and Index Linked Notes may also have a maximum
Floating Rate Notes and Index interest rate, a minimum interest rate or both. Interest on Floating Rate
Linked Interest Notes:
Notes and Index Linked Interest Notes in respect of each Interest Period,
as selected prior to issue by the relevant Issuer and the relevant
Dealer(s), will be payable on such Interest Payment Dates specified in,
or determined pursuant to, the applicable Final Terms and will be
calculated as specified in the applicable Final Terms.

Zero Coupon Notes:
Zero Coupon Notes will be offered and sold either at a discount to their
principal amount or on an accumulated basis, in each case without
periodic payments of interest.

Other Notes:
Notes may be of any other type, such as Instalment Notes or Equity
Linked Notes, or may have any other structure, all upon terms agreed on
between the relevant Issuer and the relevant Dealer(s) and as specified in
the applicable Final Terms.

Maturities:
Such maturities as may be agreed between the relevant Issuer and the
relevant Dealer and as specified in the applicable Final Terms.
Redemption:
The applicable Final Terms will indicate either that the Notes cannot be
redeemed prior to their stated maturity (except for taxation reasons or
upon the occurrence of an Event of Default) or that such Notes will be
redeemable at the option of the relevant Issuer and/or the Holders upon

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giving notice within the notice period (if any) indicated in the applicable
Final Terms to the Holders 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 indicated in the applicable Final Terms.
Where Notes have a maturity of less than one year and either (a) the
issue proceeds are received by the relevant Issuer in the United Kingdom
or (b) the activity of issuing the Notes is carried on from an
establishment maintained by the relevant Issuer in the United Kingdom,
such Notes must: (i) have a minimum redemption value of £100,000 (or
its equivalent in other currencies) and be issued only to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
businesses or who it is reasonable to expect will acquire, hold, manage
or dispose of investments (as principal or agent) for the purposes of their
businesses; or (ii) be issued in other circumstances which do not
constitute a contravention of section 19 of the FSMA by the Issuer or the
Guarantor, as the case may be.
Taxation:
Principal and interest shall be payable without deduction or withholding
for or on account of any present or future taxes, duties or governmental
charges of any nature whatsoever imposed, levied or collected by or on
behalf of the country where the relevant Issuer is resident and, in the
case of payments under the Guarantee, the Federal Republic of
Germany, or by or on behalf of any political subdivision or authority
therein having power to tax (together "Withholding Taxes"), unless
such deduction or withholding is required by law. In such event, the
Issuer will, subject to the exceptions set out in the Terms and
Conditions, pay such additional amounts as shall be necessary in order
that the net amounts received by the Holders of the Notes after such
withholding or deduction shall equal the respective amounts of principal
and interest which would otherwise have been receivable in respect of
the Notes in the absence of such withholding or deduction.
Negative Pledge:
The Terms and Conditions of the Notes and the Guarantee will contain a
negative pledge provision as set out in the Terms and Conditions of the
Notes and the Guarantee.
Events of Default:
The Terms and Conditions of the Notes will provide for events of default
entitling Holders to demand immediate redemption of the Notes.
Cross Default:
The Terms and Conditions of the Notes will provide for cross default
provisions.
Change of Control:
The Terms and Conditions will contain a change of control clause if so
specified in the relevant Final Terms.

Governing Law:
The Notes will be governed by German law.
German Act on Issues of Debt
The Terms and Conditions of the Notes may provide for Holders to
Securities
agree by majority vote to amendments of the Terms and Conditions of
(Schuldverschreibungsgesetz)
the Notes and appoint a joint representative (gemeinsamer Vertreter) for

all Holders for the preservation of their rights pursuant to section 5 para.
1 of the German Act on Issues of Debt Securities
(Schuldverschreibungsgesetz). Resolutions will be adopted in a
noteholders' meeting.

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