Obbligazione Areal 7.625% ( DE000A1TNDK2 ) in EUR

Areal

100 EUR ▲

Germania

DE000A1TNDK2 ( in EUR )

7.625% per anno ( pagato 1 volta l'anno)

perpetue

Prospetto opuscolo dell'obbligazione Aareal DE000A1TNDK2 en EUR 7.625%, scadenza perpetue

200 000 EUR

300 000 000 EUR

30/04/2026 ( In 177 giorni )

Aareal Bank AG è una banca tedesca specializzata nel settore immobiliare, fornendo finanziamenti e servizi a operatori del settore immobiliare commerciale e residenziale.

The Obbligazione issued by Areal ( Germany ) , in EUR, with the ISIN code DE000A1TNDK2, pays a coupon of 7.625% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is perpetue

Aareal Bank AG
Federal Republic of Germany, Wiesbaden
as Issuer
Euro 300,000,000
Perpetual Non-Cumulative Fixed to Reset Rate

Additional Tier 1 Notes of 2014

Aareal Bank AG (the "Issuer") will issue on 20 November 2014 (the "Issue Date") EUR 300,000,000 perpetual non-cumulative
fixed to reset rate Additional Tier 1 notes of 2014 (the "Notes"). The issue price of the Notes is 100.0 per cent. of their principal
amount (the "Issue Price").
The Notes will bear interest on their aggregate principal amount at the applicable Rate of Interest (as defined in the terms and
conditions of the Notes) from (and including) 20 November 2014 (the "Interest Commencement Date") to (but excluding) the
day on which the Notes are due for redemption. The applicable Rate of Interest for the period from the Interest Commencement
Date to 30 April 2020 (being the first Reset Date (as defined in the terms and conditions of the Notes) and the first date on which
the Notes may be redeemed at the option of the Issuer other than for tax or regulatory reasons and hereinafter referred to as the
"first Redemption Date") will be a fixed rate of 7.625 per cent. per annum; thereafter, the applicable Rate of Interest will be reset
each year on the basis of the then prevailing One Year Euro Mid Swap Rate (as defined in the terms and conditions of the Notes)
plus a margin of 7.18 per cent. per annum. Interest is payable annually in arrear on 30 April of each year (each an "Interest
Payment Date"), commencing 30 April 2015 (short first interest period).
Payments of interest (each an "Interest Payment") are subject to cancellation, in whole or in part, and, if cancelled, are non-
cumulative and Interest Payments in following years will not increase to compensate for any shortfall in Interest Payments in any
previous year. The Notes do not have a maturity date. The Notes are redeemable by the Issuer at its discretion on the first
Redemption Date and on each Interest Payment Date thereafter or in other limited circumstances and, in each case, subject to
limitations and conditions as described in the terms and conditions of the Notes. The Redemption Amount (as defined in § 5(6) of
the terms and conditions of the Notes) and the aggregate principal amount of the Notes may be reduced upon the occurrence of
a Trigger Event (as defined and further described in § 5(8) of the terms and conditions of the Notes).
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of the Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 as amended from time to time (the "Prospectus Directive"). This
Prospectus will be published in electronic form together with all documents incorporated by reference on the website of the
Luxembourg Stock Exchange (www .bourse. lu). This Prospectus has been 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 Luxembourg
law of 10 July 2005 relating to prospectuses for securities, as amended (Loi du 10 juillet 2005 relative aux prospectus pour
valeurs mobilières the "Luxembourg Prospectus Law"), which implements the Prospectus Directive into Luxembourg law. As
per Article 7(7) of the Luxembourg Prospectus Law, by approving the Prospectus the CSSF gives no undertaking as to the
economic or financial soundness of the issue of the Notes or the quality and solvency of the Issuer.
Application has been made for the 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. The regulated market of the
Luxembourg Stock Exchange 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, as amended ("MiFID").
Fitch Deutschland GmbH has assigned to the Issuer a long-term rating of A- (outlook: negative) and is expected to assign a
rating of B+ to the Notes. 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 assigning rating organisation.
Investing in the Notes involves certain risks. Please review the section entitled "Risk Factors" beginning on page 11 of
this Prospectus.
The Notes are issued in bearer form with a denomination of EUR 200,000 each.
The Notes have been assigned the following securities codes: ISIN DE000A1TNDK2, Common Code 114071919,
WKN A1TNDK.
Joint Lead Managers:
BNP PARIBAS · Deutsche Bank · HSBC
Co-Lead Manager:
Bankhaus Lampe

The date of this Prospectus is 20 November 2014.

IMPORTANT NOTICE
Restrictions on marketing and sales to retail investors
The Notes discussed in this Prospectus are complex financial instruments and are not a suitable or appropriate
investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws,
regulations or guidance with respect to the offer or sale of securities such as the Notes to retail investors.
In particular, in August 2014, the U.K. Financial Conduct Authority (the "FCA") published the Temporary
Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (as amended or replaced from time to
time, the "TMR") which took effect on 1 October 2014. Under the rules set out in the TMR (as amended or
replaced from time to time, the "TMR Rules"), certain contingent write-down or convertible securities, such as the
Notes, must not be sold to retail clients in the EEA and nothing may be done that would or might result in the
buying of such securities or the holding of a beneficial interest in such securities by a retail client in the EEA (in
each case within the meaning of the TMR Rules), other than in accordance with the limited exemptions set out in
the TMR Rules.
The Managers are required to comply with the TMR Rules. By purchasing, or making or accepting an offer to
purchase, any Notes from the Issuer and/or the Managers, you represent, warrant, agree with and undertake to
the Issuer and each of the Managers that:
(i)
you are not a retail client in the EEA (as defined in the TMR Rules);
(ii)
whether or not you are subject to the TMR Rules you will not sell or offer the Notes to retail clients in the
EEA or do anything (including the distribution of this Prospectus) that would or might result in the buying
of the Notes or the holding of a beneficial interest in the Notes by a retail client in the EEA (in each case
within the meaning of the TMR Rules), other than (i) in relation to any sale or offer to sell Notes to a retail
client in or resident in the United Kingdom, in circumstances that do not and will not give rise to a
contravention of the TMR Rules by any person and/or (ii) in relation to any sale or offer to sell Notes to a
retail client in any EEA member state other than the United Kingdom, where (a) you have conducted an
assessment and concluded that the relevant retail client understands the risks of an investment in the
Notes and is able to bear the potential losses involved in an investment in the Notes and (b) you have at
all times acted in relation to such sale or offer in compliance with the Markets in Financial Instruments
Directive (2004/39/EC) ("MiFID") to the extent it applies to you or, to the extent MiFID does not apply to
you, in a manner which would be in compliance with MiFID if it were to apply to you; and
(iii)
you will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or
outside the EEA) relating to the promotion, offering, distribution and/or sale of the Notes, including any
such laws, regulations and regulatory guidance relating to determining the appropriateness and/or
suitability of an investment in the Notes by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an
offer to purchase, any Notes from the Issuer and/or the Managers, the foregoing representations, warranties,
agreements and undertakings will be given by and be binding upon both the agent and its underlying client.
2

RESPONSIBILITY STATEMENT
Aareal Bank AG ("Aareal Bank", the "Bank" or the "Issuer" and together with all of its affiliated companies within
the meaning of the German Stock Corporation Act (Aktiengesetz), the "Aareal Bank Group" or the "Group") with
its registered office in Wiesbaden, Germany, accepts responsibility for the information contained in and
incorporated by reference into this Prospectus including the English language translations of the Conditions of
Issue 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 further confirms that (i) this Prospectus contains all information with respect to the Issuer and its
respective subsidiaries and affiliates and to the Notes which is material in the context of the issue and offering of
the Notes, including all information which, according to the particular nature of the Issuer and the Notes is
necessary to enable investors and their investment advisers to make an informed assessment of the assets and
liabilities, financial position, profits and losses, and prospects of the Issuer and of the rights attached to the
Notes; (ii) the statements contained in this Prospectus relating to the Issuer and the Notes are in every material
particular true and accurate and not misleading; (iii) there are no other facts in relation to the Issuer or the Notes
the omission of which would, in the context of the issue and offering of the Notes, make any statement in the
Prospectus misleading in any material respect; and (iv) reasonable enquiries have been made by the Issuer to
ascertain such facts and to verify the accuracy of all such information and statements.
NOTICE
No person is authorised to give any information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not be relied upon as having been
authorised by or on behalf of the Issuer or the Managers (as defined in "SUBSCRIPTION AND SALE OF THE
NOTES"). Neither the delivery of this Prospectus nor any offering or sale of any Notes made hereunder shall,
under any circumstances, create any implication that there has been no change in the affairs of the Issuer or any
of its affiliates since the date of this Prospectus, or that the information herein is correct at any time since its date.
This Prospectus contains certain forward-looking statements, in particular statements using the words "believes",
"anticipates", "intends", "expects" or other similar terms. This applies in particular to statements under the caption
"AAREAL BANK" and statements elsewhere in this Prospectus relating to, among other things, the future
financial performance, plans and expectations regarding developments in the business of the Issuer. These
forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that
may cause the actual results, including the financial position and profitability of the Issuer to be materially
different from or worse than those expressed or implied by these forward-looking statements. The Issuer does
not assume any obligation to update such forward-looking statements and to adapt them to future events or
developments.
This Prospectus should be read and understood in conjunction with any supplement hereto and with any other
documents incorporated herein by reference.
To the fullest extent permitted by law, neither the Managers nor any other person mentioned in this Prospectus,
except for the Issuer, is responsible for the information contained in this Prospectus 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. The Managers have not independently verified any such
information and accept no responsibility for the accuracy thereof.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer. This Prospectus does
not constitute an offer of Notes or an invitation by or on behalf of the Issuer or the Managers to purchase any
Notes. Neither this Prospectus nor any other information supplied in connection with the Notes should be
considered as a recommendation by the Issuer or the Managers to a recipient hereof and thereof that such
recipient should purchase any Notes.
This Prospectus does not constitute, and may not be used for the purposes 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 offer or solicitation.
3

The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain jurisdictions are
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the
Managers to inform themselves about and to observe any such restrictions. In particular, the Notes have not
been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities
Act") and are subject to U.S. tax law requirements. Subject to certain limited exceptions, the Notes may not be
offered, sold or delivered within the United States of America ("United States") or to U.S. persons. For a further
description of certain restrictions on offerings and sales of the Notes and distribution of this Prospectus (or of any
part thereof) see "SUBSCRIPTION AND SALE OF THE NOTES".
IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS (OR PERSONS ACTING ON ITS
BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT BNP PARIBAS (OR PERSONS ACTING ON ITS BEHALF)
WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN AT ANY TIME
AFTER THE ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES AND, IF
BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30
CALENDAR DAYS AFTER THE DATE OF THE RECEIPT OF THE PROCEEDS OF THE ISSUE BY THE
ISSUER AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. SUCH
STABILISING SHALL BE IN COMPLIANCE WITH ALL LAWS, DIRECTIVES, REGULATIONS AND RULES
OF ANY RELEVANT JURISDICTION.
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.

4

TABLE OF CONTENTS

OVERVIEW OF THE NOTES .................................................................................................................................. 6
RISK FACTORS ................................................................................................................................................... 11
RESPONSIBILITY STATEMENT .......................................................................................................................... 29
USE OF PROCEEDS............................................................................................................................................ 30
CONDITIONS OF ISSUE - GERMAN LANGUAGE VERSION ............................................................................... 31
CONDITIONS OF ISSUE - ENGLISH LANGUAGE VERSION ............................................................................... 45
INTEREST PAYMENTS AND AVAILABLE DISTRIBUTABLE ITEMS OF THE ISSUER; POTENTIAL WRITE-
DOWN AND COMMON EQUITY TIER 1 CAPITAL RATIO OF THE ISSUER ............................................... 58
AAREAL BANK ................................................................................................................................................... 62
TAXATION ........................................................................................................................................................... 76
SUBSCRIPTION AND SALE OF THE NOTES ...................................................................................................... 81
GENERAL INFORMATION ................................................................................................................................... 84
DOCUMENTS INCORPORATED BY REFERENCE .............................................................................................. 86
NAMES AND ADDRESSES ................................................................................................................................. 87

5

OVERVIEW OF THE NOTES
The following overview contains basic information about the Notes and does not purport to be complete. It does
not contain all the information that is important to making a decision to invest in the Notes. For a more complete
description of the Notes, please refer to the terms and conditions of the Notes set out in the section "Conditions
of Issue" of this Prospectus. For more information on the Issuer, its business and its financial condition and
results of operations, please refer to the section "Aareal Bank" of this Prospectus. Terms used in this overview
and not otherwise defined have the meanings given to them in the terms and conditions of the Notes.

Issuer
Aareal Bank AG.
Notes
EUR 300,000,000 Perpetual Non-cumulative Fixed to Reset Rate Additional Tier 1
Notes of 2014.
Risk Factors
There are certain factors that may affect the Issuer's ability to fulfil its obligations
under the Notes. In addition, there are certain factors that are material for the
purpose of assessing the risks associated with an investment in the Notes. These
risks are set out under the section "Risk Factors" of this Prospectus.
Joint-Lead Managers
BNP Paribas; Deutsche Bank AG, London Branch; HSBC Bank plc.
Co-Lead Manager
Bankhaus Lampe KG.
Paying Agent
Aareal Bank AG.
Calculation Agent
Deutsche Bank Aktiengesellschaft, Frankfurt am Main.
Principal Amount
EUR 300,000,000.
Issue Price
100.0 per cent.
Issue Date of the Notes
20 November 2014.
First Redemption Date
30 April 2020.
Maturity
The Notes have no scheduled maturity and only provide for a redemption right of
the Issuer (cf. " Redemption Right of the Issuer" below) but not for a redemption
right of the Holders.
Specified Denomination
EUR 200,000.
Use of Proceeds
The net proceeds from the issue of the Notes will be used to strengthen the
Issuer's regulatory capital base by providing Tier 1 capital for the Issuer.
Status of the Notes
The Notes constitute unsecured and subordinated obligations of the Issuer,
ranking pari passu among themselves and (subject to the subordination provision
set out in the following sentence) pari passu with all other subordinated
obligations of the Issuer. In the event of the dissolution, liquidation, insolvency,
composition or other proceedings for the avoidance of insolvency of, or against,
6

the Issuer, the obligations under the Notes shall be fully subordinated to
(i)
the claims of other creditors of the Issuer that are unsubordinated,
(ii)
the claims under Tier 2 instruments, and
(iii)
the claims specified in § 39 (1) nos. 1 to 5 of the German Insolvency
Statute (Insolvenzordnung))
so that in any such event no amounts shall be payable in respect of the Notes
until (i) the claims of such other unsubordinated creditors of the Issuer, (ii) the
claims under Tier 2 instruments and (iii) the claims specified in § 39 (1) nos. 1 to 5
of the German Insolvency Statute have been satisfied in full.
Interest Payments
Pursuant to the terms and conditions of the Notes, the Issuer will (subject to the
provisions set out below, cf. " Discretionary Cancellation of Interest" and "
Compulsory Cancel ation of Interest") from (and including) the Interest
Commencement Date owe Interest Payments at the applicable Rate of Interest,
calculated annually on the basis of the principal amount of the Notes from time to
time (which may be lower than the initial principal amount of the Notes (cf. "
Write-down of the Redemption Amount and the Principal Amount of the Notes"
below)) and payable annually in arrear on 30 April of each year, commencing on
30 April 2015 (short first interest period), subject to having accrued and being
payable under the terms and conditions of the Notes.
The Rate of Interest will reset on the first Redemption Date and on each Interest
Payment Date thereafter. See § 3 of the terms and conditions of the Notes.
The applicable Rate of Interest (as defined in § 3(2) of the terms and conditions of
the Notes) for the period from (and including) the Interest Commencement Date to
(but excluding) the first Redemption Date will be a fixed rate of 7.625 per cent. per
annum; thereafter, the applicable Rate of Interest will be reset on the first
Redemption Date and on each Interest Payment Date thereafter on the basis of
the then prevailing One Year Euro Mid Swap Rate (as defined in § 3 (2) of the
terms and conditions of the Notes) plus a margin of 7.18 per cent. per annum.
Discretionary
Interest Payments will not accrue if the Issuer has elected, at its sole discretion, to
Cancellation of Interest
cancel payment of interest (non-cumulative as set out below, cf. " Interest
Payments are non-cumulative"), in whole or in part, on any Interest Payment Date.
See § 3 (8) of the terms and conditions of the Notes.
Compulsory
In addition, Interest Payments will not accrue, in whole or in part, on any Interest
Cancellation of Interest
Payment Date:
(a)
to the extent that such payment of interest together with any additional
Distributions (as defined below) that have been made and are
scheduled to be made by the Issuer on the other Tier 1 Instruments (as
defined below) in the then current financial year of the Issuer would
exceed the Available Distributable Items (as defined in § 3(9) of the
terms and conditions of the Notes), provided that, for such purpose, the
Available Distributable Items shall be increased by an amount equal to
what has been accounted for as expenses for Distributions on Tier 1
Instruments (including payments of interest on the Notes) in the
calculation of the profit on which the Available Distributable Items are
based; or
7

(b)
if and to the extent that the competent supervisory authority orders that
all or part of the relevant payment of interest be cancelled or another
prohibition of Distributions is imposed by law or an authority.
See § 3 (8) of the terms and conditions of the Notes.
Interest Payments are
Interest Payments are non-cumulative. Consequently, Interest Payments in
non-cumulative
following years will not be increased to compensate for any shortfall in Interest
Payments during a previous year and such shortfall shall not constitute an event
of default under the terms and conditions of the Notes.
Redemption Right of the
The Notes may be redeemed, in whole but not in part, subject to prior approval by
Issuer
the competent supervisory authority:
(a)
at any time for regulatory reasons, if the Issuer determines, in its own
discretion, that it (i) may not treat the full aggregate principal amount of the Notes
as Additional Tier 1 capital for the purposes of its own funds in accordance with
the CRR or (ii) is subject to any other form of a less advantageous regulatory own
funds treatment with respect to the Notes than as of the Interest Commencement
Date;
(b)
at any time for tax reasons, if the tax treatment of the Notes, due to a
change in applicable legislation, including a change in any fiscal or regulatory
legislation, rules or practices, which takes effect after the Interest Commencement
Date, changes (including but not limited to the tax deductibility of interest payable
on the Notes) and the Issuer determines, in its own discretion, that such change
has a material adverse effect on the Issuer;
(c)
at the option of the Issuer on the first Redemption Date and on each
Interest Payment Date thereafter, subject to any previous write-down pursuant to
§ 5(8) of the terms and conditions of the Notes (a "Write-down") having been fully
written-up, unless the Holders agree to a redemption in such case in accordance
with the terms of § 9 of the terms and conditions of the Notes, i.e. by way of
majority resolution pursuant to § 9 and in accordance with the provisions of the
German Bond Act.
If the Issuer elects, in its sole discretion and subject to prior approval by the
competent supervisory authority, to redeem the Notes, the Notes will be repaid as
a consequence thereof. In such case, the Redemption Amount per Note may be
less than its initial principal amount due to a previous Write-down which has not
been fully written-up (cf. " Write-down of the Redemption Amount and the
Principal Amount of the Notes").
Write-down of the
Upon the occurrence of a Trigger Event (as defined and further described in § 5(8)
Redemption Amount
of the terms and conditions of the Notes), the Redemption Amount and the
and the Principal
principal amount of the Notes shall be automatically reduced by the amount of the
Amount of the Notes
relevant Write-down. If and as long as the principal amount of the Notes is below
their initial principal amount, any repayment upon redemption of the Notes will be
at the reduced principal amount of the Notes and, with effect from the beginning of
the interest period in which such Write-down occurs, any Interest Payment will be
calculated on the basis of the reduced principal amount of the Notes.

8

A Trigger Event will have occurred if the Issuer's Common Equity Tier 1 Capital
Ratio (as defined in § 5 (8) of the terms and conditions of the Notes and
determined on a consolidated basis) falls below 7.0% (the "Minimum CET1
Ratio").
Upon the occurrence of a Trigger Event, a Write-down shall be effected pro rata
with all other Additional Tier 1 instruments within the meaning of the CRR
(Additional Tier 1 capital), the terms of which provide for a write-down (whether
permanent or temporary) upon the occurrence of a Trigger Event. For such
purpose, the total amount of the write-downs to be allocated pro rata shall be
equal to the amount required to restore fully the Common Equity Tier 1 Capital
Ratio of the Issuer to the Minimum CET1 Ratio of 7.0% but shall not exceed the
sum of the principal amounts of the relevant instruments outstanding at the time of
occurrence of the Trigger Event.
If upon the occurrence of a Trigger Event, other Additional Tier 1 instruments
which provide for a Common Equity Tier 1 Capital Ratio different from the
Minimum CET1 Ratio as a trigger need to be written down or converted into Tier 1
capital in accordance with their terms, any such write-down or conversion will
occur in such order of application or ratio as required in accordance with legal or
regulatory requirements applicable to the Issuer. If no such order or ratio is
required by applicable law or regulations, subject to any previous contractual
obligations of the Issuer, the following applies:
(i)
Any Write-down of the Notes shall only occur after all Additional Tier 1
instruments with a Common Equity Tier 1 Capital Ratio above the Minimum CET1
Ratio as trigger have been written down or converted into common shares in
accordance with their terms; and
(ii)
any Write-down of the Notes shall occur prior to the write-down or
conversion of Additional Tier 1 instruments with a Common Equity Tier 1 Capital
Ratio below the Minimum CET1 Ratio as trigger.
The sum of the write-downs to be effected with respect to the Notes shall be
limited to the outstanding aggregate principal amount of the Notes at the time of
occurrence of the relevant Trigger Event.
Following a Write-down of the Redemption Amount and the principal amount of
the Notes in accordance with the terms and conditions of the Notes described
above, the Issuer will be entitled (but not obliged) to effect, in its sole discretion an
increase of the Redemption Amount and the principal amount of the Notes up to
their initial principal amount, subject, however, to certain limitations set out in the
terms and conditions of the Notes.
See § 5 (8) of the terms and conditions of the Notes.
No Payment of
If the Issuer is required to withhold or deduct at source amounts payable under
Additional Amounts
the Notes on account of taxes in Germany, no additional amounts will be paid to
the Holders so that Holders will receive interest payments net of such withholding
or deduction. See § 7 of the terms and conditions of the Notes.
No Set-off
No Holder may set off his claims arising under the Notes against any claims of the
Issuer.
9

No Events of Default
The terms and conditions of the Notes do not provide for any events of default or
other rights of the Holders to call the Notes for redemption.
Form of the Notes
The Notes are bearer notes (Inhaberschuldverschreibungen) represented by one
or more global notes without coupons or receipts to be kept in custody by or on
behalf of Clearstream Banking AG.
Listing and Admission
Application has been made to list the Notes on the Official List of the Luxembourg
to trading
Stock Exchange and to trade them on the regulated market "Bourse de
Luxembourg" of the Luxembourg Stock Exchange.
Governing Law
The Notes are governed by German law.
Credit Ratings of the
The Notes, upon issuance, are expected to be assigned a rating of B+ by Fitch
Notes
Deutschland GmbH. 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.
Selling Restrictions
There are restrictions on the offer, sale and transfer of the Notes. See the section
"Subscription and Sale of the Notes" below. For a description on additional
restrictions on offers, sales and deliveries of the Notes and on the distribution of
offering material in the United States and the United Kingdom see the section
"Subscription and Sale of the Notes" below.

10