Obligation DZ BANK AG 5% ( DE000DZ1G5L4 ) en EUR

DZ BANK AG

100 % ▼

Allemagne

DE000DZ1G5L4 ( en EUR )

5% par an ( paiement annuel )

22/03/2013 - Obligation échue

Prospectus brochure de l'obligation DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN DE000DZ1G5L4 en EUR 5%, échue

DZ BANK AG est une banque coopérative allemande, basée à Francfort, qui fournit des services financiers aux banques coopératives régionales et à leurs clients.

L'Obligation émise par DZ BANK AG ( Allemagne ) , en EUR, avec le code ISIN DE000DZ1G5L4, paye un coupon de 5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/03/2013

This document constitutes three base prospectuses for the purposes of Article 5(4) of Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 (as amended by Directive 2010/73/EU of the
European Parliament and of the Council of 24 November 2010) (the "Prospectus Directive"): (i) the base
prospectus of DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main in respect of non-equity
securities ("Non-Equity Securities") within the meaning of Art. 22 No. 6(4) of the Commission Regulation (EC)
No 809/2004, as amended ("Commission Regulation") of 29 April 2004, (i ) the base prospectus of DZ
PRIVATBANK S.A. in respect of Non-Equity Securities, and (i i) the base prospectus of DZ BANK AG Deutsche
Zentral-Genossenschaftsbank, Frankfurt am Main in respect of Covered Notes (non-equity securities within the
meaning of Art. 22 No. 6(3) of the Commission Regulation) (together, the "Debt Issuance Programme
Prospectus" or the "Prospectus").

Debt Issuance Programme Prospectus
14 May 2013

DZ BANK AG
Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
Frankfurt am Main, Federal Republic of Germany

DZ PRIVATBANK S.A.
Luxembourg, Grand Duchy of Luxembourg

as Issuers

Debt Issuance Programme (the "Programme")

Application has been made to the Luxembourg Stock Exchange for the notes to be issued under this Programme
(the "Notes") to be admitted to trading on the Regulated Market "Bourse de Luxembourg" 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/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, and to be listed on the Official List of the Luxembourg Stock Exchange. Notes issued under
this Programme may also be listed on the Frankfurt Stock Exchange and on other or further stock exchanges or
may not be listed at al .

Each Issuer has requested the Commission de Surveil ance du Secteur Financier of the Grand Duchy of
Luxembourg (the "CSSF") in its capacity as competent authority under the law of 10 July 2005 on prospectuses
for securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières), as amended by the Law of 3
July 2012 (Loi du 3 juil et 2012) (the "Luxembourg Law"), to approve this Prospectus and to provide the
competent authorities in the Federal Republic of Germany, the Republic of Austria, Ireland, the Kingdom of the
Netherlands and the United Kingdom of Great Britain and Northern Ireland with a certificate of approval attesting
that this Prospectus has been drawn up in accordance with the Luxembourg Law (each a "Notification"). Each
Issuer may request the CSSF to provide competent authorities in additional host Member States within the
European Economic Area with a Notification. By approving a prospectus, the CSSF gives no undertaking as to
the economic and financial soundness of the operation or the quality or solvency of the issuer in accordance with
the provisions of Article 7(7) of the Luxembourg Law.

Arranger

DZ BANK AG

Dealers

DZ BANK AG
DZ PRIVATBANK S.A.

This Prospectus together with al documents incorporated herein by reference wil be published in electronic form on
the website of the Luxembourg Stock Exchange (www.bourse.lu). This Prospectus replaces the Debt Issuance
Programme Prospectus dated 14 May 2012. This Prospectus is valid for a period of 12 months from its date of
approval.

2
RESPONSIBILITY STATEMENT
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main ("DZ BANK", "DZ BANK
AG" or the "Bank") with its registered office in Frankfurt am Main, Federal Republic of Germany, and
DZ PRIVATBANK S.A. ("PBLU") with its registered office in Luxembourg (each an "Issuer" and
together the "Issuers") are solely responsible for the information given in this Prospectus and for the
information which will be contained in the relevant final terms (the "Final Terms"). The Issuers hereby
declare that, having taken and taking all reasonable care to ensure that such is the case, the
information contained in this Prospectus and in the Final Terms is and will be, to the best of their
knowledge, in accordance with the facts and contains and wil contain no omission likely to affect its
import.

CONSENT TO USE THE PROSPECTUS

Each Issuer has given its consent in accordance with Article 3 (2) of the Prospectus Directive to the
use of this Prospectus and of the relevant Final Terms for offers, subsequent resales or final
placements of Notes issued under this Programme by each dealer set forth on the cover page of this
Prospectus, by any additional dealer appointed under this Programme from time to time by the Issuer
(each a "Dealer" and together the "Dealers") and/or by each further financial intermediary, if any.

Each Issuer accepts responsibility for the information given in this Prospectus also with respect to
offers, subsequent resales or final placements of Notes issued under this Programme by any Dealer
and/or any further financial intermediary.

Each Dealer and/or each further financial intermediary, if any, offering, subsequently resel ing or finally
placing the Notes issued under this Programme are entitled to use and rely upon this Prospectus as
long as this Prospectus is valid in accordance with Article 11 of the Luxembourg Law.

Each Dealer and/or each further financial intermediary, if any, may only use this Prospectus and the
relevant Final Terms, if the latter have been communicated to the relevant competent authority, for
offers, subsequent resales or final placements of Notes issued under this Programme in the Grand
Duchy of Luxembourg, the Federal Republic of Germany, the United Kingdom of Great Britain and
Northern Ireland, the Republic of Austria, the Kingdom of the Netherlands and Ireland. Each Dealer
and/or each further financial intermediary, if any, are required to inform themselves about the
aforementioned communication of the relevant Final Terms.

When using the Prospectus and the relevant Final Terms, each Dealer and/or each further financial
intermediary, if any, must ensure that they comply with al applicable laws and regulations in force in
the respective jurisdiction. The distribution and publication of this Prospectus, any supplement to this
Prospectus, if any, and the relevant Final Terms as well as offers, subsequent resales or final
placements of Notes in certain countries may be restricted by law. Each Dealer and/or each further
financial intermediary, if any, and/or each person into whose possession this Prospectus, any
supplement to this Prospectus, if any, and the relevant Final Terms come are required to inform
themselves about and observe any such restrictions. Each Issuer reserves the right to withdraw its
consent to the use of this Prospectus.

As required by law, in the event of an offer being made by any Dealer and/or any further
financial intermediary, such Dealer and/or such further financial intermediary have to provide
information to investors on the terms and conditions of the offer at the time the offer is made.

As further required by law, any Dealer and/or any further financial intermediary using this
Prospectus have to state on their websites that they use this Prospectus with the consent
given by the Issuer and the conditions attached thereto.

NOTICE

This Prospectus should be read and understood in conjunction with any supplement to this Prospectus
and with any other document incorporated herein by reference. Ful information on each Issuer and
any Tranche (as defined elsewhere in this Prospectus) of Notes is only available on the basis of the
combination of this Prospectus and the relevant Final Terms.

3

Each Issuer has confirmed to the Dealers that this Prospectus contains all information with regard to
the Issuers and the Notes which is material in the context of this Programme and the issue and
offering of Notes thereunder; that the information contained herein with respect to the Issuers and the
Notes is accurate in al material respects and is not misleading; that any opinions and intentions
expressed herein with respect to the Issuers and the Notes are honestly held; that there are no other
facts with respect to the Issuers or the Notes the omission of which would make this Prospectus as a
whole or any of such information or the expression of any such opinions or intentions misleading; and
that the Issuers have made all reasonable enquiries to ascertain all facts material for the purposes
aforesaid.

Each Issuer has undertaken with the Dealers (i) to publish a supplement to this Prospectus or publish
a new Prospectus if and when the information herein should become materially inaccurate or
incomplete or in the event of any significant new factor, material mistake or inaccuracy relating to the
information included in this Prospectus which is capable of affecting the assessment of the Notes and,
(i ) where approval by the CSSF of any such document is required, to have such document approved
by the CSSF.

No person has been authorised to give any information which is not contained in, or not consistent
with, this Prospectus or any other document entered into or any other information supplied by the
Issuers in relation to this Programme or any information supplied by the Issuers or such other
information in the public domain or such other information in the public domain in connection with this
Programme and, if given or made, such information must not be relied upon as having been
authorised by the Issuers, the Dealers or any of them.

Neither the Arranger nor any of the Dealers, any financial intermediaries or any other person mentioned
in this Prospectus, excluding the Issuers, is responsible for the information contained in this Prospectus
or any supplement to this Prospectus or any Final Terms or any other document incorporated herein
by reference, and, accordingly and to the extent permitted by the laws of any relevant jurisdiction,
none of these persons accepts any responsibility for the accuracy and completeness of the
information contained in any of these documents.

This Prospectus is valid for 12 months after its date of approval and this Prospectus and any
supplement to this Prospectus as wel as any Final Terms reflect the status as at their respective
dates of issue. The delivery of this Prospectus, any supplement to 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 this Programme is accurate at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
For a description of restrictions applicable in the Member States of the European Economic Area in
general, the United States of America, the United Kingdom of Great Britain and Northern Ireland,
Luxembourg, Republic of France, Japan, the Republic of Singapore and Hong Kong, see "Selling
Restrictions" below. In particular, the Notes have not been and wil not be registered under the United
States Securities Act of 1933, as amended, and are subject to tax law requirements of the United
States of America. Subject to certain exceptions, Notes may not be offered, sold or delivered within
the United States of America or to U.S. persons.

The language of this Prospectus is English. Any part of this Prospectus in the German language
constitutes a translation. In respect of the issue of any Tranche of Notes under this Programme, the
German text of the Terms and Conditions may be controlling and binding if so specified in the Final
Terms. The Issuers confirm that, to the best of their knowledge, the non-binding English text of the
Terms and Conditions correctly and adequately reflects the binding German language version of the
Terms and Conditions.
This Prospectus and any supplement to this Prospectus may only be used for the purpose for
which it has been published.

This Prospectus, any supplement to this Prospectus and any Final Terms may not be used for
the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or

4
solicitation is not authorised or to any person to whom it is unlawful to make such an offer or
solicitation.

This Prospectus, any supplement to this Prospectus and any Final Terms do not constitute an
offer or an invitation to any person to subscribe for or to purchase any Notes.

In connection with the issue of any Tranche of Notes under this Programme, the Dealer or
Dealers (if any) named as the stabilising manager(s) (or persons acting on behalf of any
stabilising manager(s)) in the applicable Final Terms may over-allot Notes or effect
transactions with a view to supporting the 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 any stabilising manager(s)) 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 the Notes is made and, if begun, may be ended at
any time, but it must end not later than the earlier of 30 days after the issue date 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.

FORWARD-LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements. A forward-looking statement is a
statement that does not relate to historical facts and events. They are based on analyses or forecasts
of future results and estimates of amounts not yet determinable or foreseeable. These forward-looking
statements are identified by the use of terms and phrases such as "anticipate", "believe", "could",
"estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar terms and phrases,
including references and assumptions. This applies, in particular, to statements in this Prospectus
containing information on future earning capacity, plans and expectations regarding DZ BANK's and
PBLU's business and management, its growth and profitability, and general economic and regulatory
conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that
the Issuers make to the best of their present knowledge. These forward-looking statements are
subject to risks, uncertainties and other factors which could cause actual results, including DZ BANK's
and PBLU's financial condition and results of operations, to differ material y from and be worse than
results that have expressly or implicitly been assumed or described in these forward-looking
statements. DZ BANK's and PBLU's business is also subject to a number of risks and uncertainties
that could cause a forward-looking statement, estimate or prediction in this Prospectus to become
inaccurate. Accordingly, investors are strongly advised to read the fol owing sections of this
Prospectus: "Risk Factors", "DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am
Main" and "DZ PRIVATBANK S.A.". These sections include more detailed descriptions of factors that
might have an impact on DZ BANK's and PBLU's business and the markets in which each of it
operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may
not occur. In addition, neither the Issuers nor the Dealers assume any obligation, except as required
by law, to update any forward-looking statement or to conform these forward-looking statements to
actual events or developments.

5
TABLE OF CONTENTS

Page

Summary
.......................................................................................................................................... 7
Section A -
Introduction and Warnings ............................................................................................... 7
Section B -
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main as Issuer ... 8
Section B -
DZ PRIVATBANK S.A. as Issuer ................................................................................... 11
Section C -
[Covered] Notes ............................................................................................................. 14
Section D -
Risks ............................................................................................................................... 27
Section E -
Offer ................................................................................................................................ 35
German Translation of the Summary .................................................................................................... 38
Abschnitt A - Einleitung und Warnhinweis ........................................................................................... 38
Abschnitt B - DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main

als Emittentin .................................................................................................................. 39
Abschnitt B - DZ PRIVATBANK S.A. als Emittentin ............................................................................ 43
Abschnitt C - [Gedeckte] Schuldverschreibungen ............................................................................... 46
Abschnitt D - Risiken ............................................................................................................................ 60
Abschnitt E - Angebot .......................................................................................................................... 70
Risk Factors ........................................................................................................................................ 73
Risk Factors regarding DZ BANK .......................................................................................................... 73
Risk Factors regarding PBLU ................................................................................................................ 75
Risk Factors regarding the Notes .......................................................................................................... 76
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main ........................................ 80
DZ PRIVATBANK S.A. .......................................................................................................................... 94
General Description of the Programme ............................................................................................... 104
Issue Procedures ................................................................................................................................. 106
Terms and Conditions of the Notes (English language version) ......................................................... 107
A. Terms and Conditions of Notes (other than Covered Notes) of DZ BANK AG ........................... 108
A1. Terms and Conditions of Fixed Rate Notes (other than Covered Notes) .................................... 108
A2. Terms and Conditions of Floating Rate Notes (other than Covered Notes) ................................ 116
A3. Terms and Conditions of Zero Coupon Notes (other than Covered Notes) ................................ 126
A4. Terms and Conditions of Targeted Redemption Notes (other than Covered Notes) .................. 133
A5. Terms and Conditions of Basis Plus Notes (other than Covered Notes) .................................... 144
A6. Terms and Conditions of Fixed to Floating Rate Notes (other than Covered Notes) .................. 155
B. Terms and Conditions of Notes of DZ PRIVATBANK S.A. ......................................................... 166
B1. Terms and Conditions of Fixed Rate Notes ................................................................................. 166
B2. Terms and Conditions of Floating Rate Notes ............................................................................. 174
B3. Terms and Conditions of Zero Coupon Notes ............................................................................. 184
B4. Terms and Conditions of Fixed to Floating Rate Notes ............................................................... 192
C. Terms and Conditions of Covered Notes of DZ BANK AG ......................................................... 203
C1. Terms and Conditions of Fixed Rate Covered Notes .................................................................. 203
C2. Terms and Conditions of Floating Rate Covered Notes .............................................................. 208
C3. Terms and Conditions of Zero Coupon Covered Notes .............................................................. 215
C4. Terms and Conditions of Targeted Redemption Covered Notes ................................................ 220
C5. Terms and Conditions of Basis Plus Covered Notes .................................................................. 227
C6. Terms and Conditions of Fixed to Floating Rate Covered Notes ................................................ 235
Terms and Conditions of the Notes (German Language Translation) (Deutsche Übersetzung der
Anleihebedingungen) ........................................................................................................................... 243

6
A. Anleihebedingungen für Schuldverschreibungen (ausgenommen Gedeckte

Schuldverschreibungen) der DZ BANK AG ................................................................................. 244
A1. Anleihebedingungen für festverzinsliche Schuldverschreibungen (ausgenommen Gedeckte

Schuldverschreibungen) .............................................................................................................. 244
A2. Anleihebedingungen für variabel verzinsliche Schuldverschreibungen (ausgenommen Gedeckte

Schuldverschreibungen) .............................................................................................................. 253
A3. Anleihebedingungen für Nul kupon Schuldverschreibungen (ausgenommen Gedeckte

Schuldverschreibungen) .............................................................................................................. 264
A4. Anleihebedingungen für Targeted-Redemption Schuldverschreibungen (ausgenommen Gedeckte

Schuldverschreibungen) .............................................................................................................. 272
A5. Anleihebedingungen für Basis Plus Schuldverschreibungen (ausgenommen Gedeckte

Schuldverschreibungen) .............................................................................................................. 284
A6. Anleihebedingungen für fest- zu variabel verzinsliche Schuldverschreibungen (ausgenommen

Gedeckte Schuldverschreibungen) ............................................................................................. 297
B. Anleihebedingungen für Schuldverschreibungen der DZ PRIVATBANK S.A. ............................ 309
B1. Anleihebedingungen für festverzinsliche Schuldverschreibungen .............................................. 309
B2. Anleihebedingungen für variabel verzinsliche Schuldverschreibungen ...................................... 317
B3. Anleihebedingungen für Nul kupon Schuldverschreibungen ....................................................... 327
B4. Anleihebedingungen für fest- zu variabel verzinsliche Schuldverschreibungen ......................... 335
C. Anleihebedingungen für Gedeckte Schuldverschreibungen der DZ BANK AG .......................... 346
C1. Anleihebedingungen für festverzinsliche Gedeckte Schuldverschreibungen .............................. 346
C2. Anleihebedingungen für variabel verzinsliche Gedeckte Schuldverschreibungen ...................... 352
C3. Anleihebedingungen für Nul kupon Gedeckte Schuldverschreibungen ...................................... 360
C4. Anleihebedingungen für Targeted-Redemption Gedeckte Schuldverschreibungen ................... 366
C5. Anleihebedingungen für Basis Plus Gedeckte Schuldverschreibungen ..................................... 374
C6. Anleihebedingungen für fest- zu variabel verzinsliche Gedeckte Schuldverschreibungen ......... 383
Form of Final Terms ............................................................................................................................ 392
Taxation
...................................................................................................................................... 434
Selling Restrictions .............................................................................................................................. 443
Covered Notes ..................................................................................................................................... 448
General Information ............................................................................................................................. 449
Listing and Admission to Trading Information ..................................................................................... 449
Authorisation ...................................................................................................................................... 449
Documents Incorporated by Reference ............................................................................................... 450
Availability of Documents .................................................................................................................... 457
Names and Addresses ........................................................................................................................ 458

7
SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A-E
(A.1 E.7).

This Summary contains al the Elements required to be included in a summary for this type of [Covered] Notes and Issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements.

Even though an Element may be required to be inserted in this Summary because of the type of [Covered] Notes and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the
Element is included in this Summary with the mention of "Not applicable".

Section A Introduction and Warnings
Element

A.1
Warning that:
this Summary should be read as an introduction to this Prospectus;
any decision by an investor to invest in any Tranche of the [Covered] Notes should be based
on consideration of this Prospectus as a whole, including the documents incorporated by
reference, any supplement to this Prospectus and the relevant Final Terms;
where a claim relating to the information contained in this Prospectus, the documents
incorporated by reference, any supplement to 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 this Prospectus, the documents incorporated by
reference, any supplement to this Prospectus and the relevant Final Terms before the legal
proceedings are initiated;
civil liability attaches to the Issuers, who have tabled this Summary including any translation
thereof, and applied for its notification, but only if this Summary is misleading, inaccurate or
inconsistent when read together with the other parts of this Prospectus, the documents
incorporated by reference and any supplement to this Prospectus or it does not provide,
when read together with the other parts of this Prospectus, the documents incorporated by
reference and any supplement to this Prospectus, key information in order to aid investors
when considering whether to invest in any Tranche of the [Covered] Notes.

A.2
Consent to use
The Issuer has given its consent in accordance with Article 3 (2) of the Prospectus Directive
the Prospectus
to the use of this Prospectus and of the relevant Final Terms for offers, subsequent resales
or final placements of [Covered] Notes issued under this Programme by each Dealer and/or
by each further financial intermediary, if any.
Each Dealer and/or each further financial intermediary, if any, offering, subsequently resel ing
or final y placing the [Covered] Notes issued under this Programme, are entitled to use and
rely upon this Prospectus as long as this Prospectus is valid in accordance with Article 11 of
the Law of 10 July 2005 on prospectuses for securities (Loi du 10 juil et 2005 relative aux
prospectus pour valeurs mobilières), as amended by the Law of 3 July 2012 (Loi du 3 juil et
2012).
Each Dealer and/or each further financial intermediary, if any, may only use this Prospectus
and the relevant Final Terms, if the latter have been communicated to the relevant competent
authority, for offers, subsequent resales or final placements of [Covered] Notes issued under
this Programme in the Grand Duchy of Luxembourg, the Federal Republic of Germany, the
United Kingdom of Great Britain and Northern Ireland, the Republic of Austria, the Kingdom
of the Netherlands and Ireland. Each Dealer and/or each further financial intermediary, if any,
are required to inform themselves about the aforementioned communication of the relevant
Final Terms.
When using the Prospectus and the relevant Final Terms, each Dealer and/or each further
financial intermediary, if any, must ensure that they comply with al applicable laws and
regulations in force in the respective jurisdiction. The distribution and publication of this
Prospectus, any supplement to this Prospectus, if any, and the relevant Final Terms as wel
as offers, subsequent resales or final placements of [Covered] Notes in certain countries
may be restricted by law. Each Dealer and/or each further financial intermediary, if any,
and/or each person into whose possession this Prospectus, any supplement to this
Prospectus, if any, and the relevant Final Terms come, are required to inform themselves
about and observe any such restrictions. The Issuers reserve the right to withdraw their
consent to the use of this Prospectus.
As required by law, in the event of an offer being made by any Dealer and/or any
further financial intermediary, such Dealer and/or such further financial intermediary
have to provide information to investors on the terms and conditions of the offer at the
time the offer is made.

8
[Section B DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main as
Issuer
Element

B.1
Legal Name
DZ BANK AG Deutsche Zentral-Genossenschaftsbank,

Frankfurt am Main ("DZ BANK" or "Issuer").

Commercial Name
DZ BANK AG.
B.2
Domicile / Legal Form /
Domicile:
Legislation / Country of
Platz der Republik, 60265 Frankfurt am Main, Federal
Incorporation
Republic of Germany.

Legal Form, Legislation:
DZ BANK is a stock corporation (Aktiengesellschaft)
organised under German law and is supervised by the
German Central Bank (Deutsche Bundesbank) and the
Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht ("BaFin")).

Country of Incorporation:
DZ BANK is registered with the commercial register of the
local court (Amtsgericht) in Frankfurt am Main, Federal
Republic of Germany.

B.4b
Known Trends affecting the
Not applicable. There are no known trends affecting DZ
Issuer and the Industries in
BANK and the industries in which it operates.
which it operates
B.5
Organisational Structure /
In addition to DZ BANK as parent, the consolidated
Subsidiary Companies
financial statements for the financial year ended
31 December 2012 include a further 27(2011: 26)

subsidiaries and 6 (2011: 5) subgroups with a total of 831
(2011: 903) subsidiaries.
B.9
Profit Forecast or Estimate
Not applicable. DZ BANK does not generate any profit
forecast or estimate.
B.10
Nature of any Qualifications
Not
applicable.
Ernst
&
Young
GmbH
in the Audit Report
Wirtschaftsprüfungsgesel schaft
audited
the
non-
consolidated financial statements together with the
respective management reports and the consolidated
financial statements together with the respective group
management reports for the financial years ended 31
December 2012 and 2011 and issued in each case an
unqualified audit opinion.
B.12
Selected Historical Key Financial Information

The fol owing financial data have been extracted from the audited non-consolidated financial
statements of DZ BANK AG for the financial year ended 31 December 2012 prepared on the
basis of the regulations of the German Commercial Code (Handelsgesetzbuch / HGB) and
the Order on the Accounting of Credit Institutions and Financial Services Institutions
(RechKredV). The financial data as of 31 December 2011 are comparative figures which
were taken from the audited non-consolidated financial statements for the financial year
ended 31 December 2012 of DZ BANK AG.
DZ BANK AG (in EUR million)

Assets

(HGB)
31 Dec.
31 Dec. Equity and Liabilities
31 Dec.
31 Dec.
2012
2011 (HGB)
2012
2011
Loans and advances to banks
86,993
90,061 Deposits from banks
96,565
102,537
of which:
of which:
to affiliated banks
49,999
51,154 from affiliated banks
41,670
49,586

9
Deposits from
Loans and advances to customers
24,094
23,903 customers
26,133
28,821
Debt certificates,
Securities¹
41,126
43,351 including bonds
38,900
36,571
Trading assets
69,363
70,412 Trading liabilities
58,371
60,125
Miscel aneous
Miscel aneous assets
16,928
17,685 liabilities²
8,196
7,764

Equity3
10,339
9,594
Total equity and
Total assets
238,504
245,412 liabilities
238,504
245,412
¹ Bonds and other fixed-income securities plus shares and other variable-yield securities.
² Miscel aneous liabilities as reported in the balance sheet including Distributable profit.
3 Equity as reported in the balance sheet, excluding Distributable profit, including Fund for general banking risks

The fol owing financial data have been extracted from the audited consolidated financial
statements of DZ BANK for the financial year ended 31 December 2012 prepared pursuant to
Regulation (EC) 1606/2002 of the European Parliament and Council of 19 July 2002 on the
basis of the International Financial Reporting Standards (IFRS) as adopted by the European
Union and the additional requirements of German Commercial Law pursuant to Sec. 315a
par. 1 of the German Commercial Code (HGB). The financial data as of 31 December 2011
are comparative figures which were taken from the audited consolidated financial statements
for the financial year ended 31 December 2012 of DZ BANK.
DZ BANK Group (in EUR million)

Assets

(IFRS)
31 Dec.
31 Dec. Equity and
31 Dec.
31 Dec.
2012
2011 Liabilities (IFRS)
2012
2011
Loans and advances to banks
79,429
80,035 Deposits from banks
100,596
106,919
Deposits from
Loans and advances to customers
123,811
120,760 customers
92,169
92,871
Debt certificates
Financial assets held for trading
66,709
71,858 including bonds
63,290
55,114
Financial liabilities
Investments
59,792
61,690 held for trading
58,715
67,371
Investments held by insurance
companies
66,296
59,348 Insurance liabilities
63,260
57,437
Property, plant and equipment, and
investment property
1,841
2,219 Subordinated capital
4,302
3,935
Miscel aneous
Miscel aneous assets
9,358
10,016 liabilities
12,263
11,504

Equity
12,641
10,775
Total equity and
Total assets
407,236
405,926 liabilities
407,236
405,926

Trend Information /
There has been no material adverse change in the
Statement of "No Material
prospects of DZ BANK since 31 December 2012 (the date
Adverse Change":
of the last published audited annual non-consolidated and

consolidated financial statements).

Statement of "Significant
There has been no significant change in the financial and
change in the Issuer's
trading position of DZ BANK Group since 31 December
financial position":
2012 (the date of the last published audited annual
consolidated financial statements).

B.13
Recent Developments
Not applicable. There are no recent events particular to the
Issuer's business activities which are to a material extent

relevant to the evaluation of the Issuer's solvency.
B.14
Organisational Structure /
Please read Element B.5 together with the information
Dependence on other Entities below.
within the Group

Not applicable. The Issuer is independent from other
Group companies.

10

B.15
Principal Activities / Principal Principal Activities:
Markets
In its capacity as the central credit institution DZ BANK
shal , pursuant to its Articles of Incorporation, further the
aims of the entire cooperative system. An essential
element of this statutory task of the corporation is the
furtherance of the aims of the primary level and the central
banks of the cooperative system. DZ BANK shal
participate in the furtherance of the cooperative housing
sector. Furthering the economic aims of its shareholders is
the basic policy from which all obligations of DZ BANK are
derived. The shareholders have a corresponding obligation
to support DZ BANK in the fulfilment of this duty. Mergers
between cooperative credit institutions of the primary level
and DZ BANK are not permitted.

DZ BANK may engage in al types of banking transactions
that constitute the business of banking and in transactions
complementary thereto, including the acquisition of equity
investments. DZ BANK may also attain its objectives
indirectly.

In its capacity as the central credit institution DZ BANK
shal conduct liquidity operations for the associated
primary cooperatives and other institutions of the
cooperative system.

In 2001, DZ BANK emerged as a new lead institution of
the Volksbanken Raiffeisenbanken cooperative financial
network (the "Cooperative Financial Network") and as
central bank for at present over 900 cooperative banks.

Business Lines:
-
Retail Banking
-
Corporate Banking
-
Capital Markets
-
Transaction Banking

Principal Markets:
DZ BANK is primarily active in the Federal Republic of
Germany as an Al finanz-Group. Within the cooperative
financial network DZ BANK assumes the role of a central
bank. With its products and services DZ BANK primarily
supports the local cooperative banks in the Federal
Republic of Germany in serving their customers.
Therefore, DZ BANK has generally no direct customer
contact in the retail banking sector. DZ BANK is also a
corporate bank with a European focus and acts as a
holding company to coordinate the activities of the
specialised institutions in the DZ BANK Group.

Currently DZ BANK has four branches in the Federal
Republic of Germany (Berlin, Hanover, Munich and
Stuttgart) and four foreign branches (London, New York,
Hong Kong and Singapore). The four German branches
oversee the sub-offices Hamburg, Karlsruhe, Leipzig,
Oldenburg and Nuremberg.
B.16
Major Shareholders
Currently 95.85 % of the subscribed capital of EUR
3,160,097,987.80 is held by corporate entities of the
cooperative sector. Others hold 4.15 % of DZ BANK's