Obligation Agrar Rentenbank 0.01375% ( US515110BH61 ) en USD

Agrar Rentenbank

100 % ⇌

Allemagne

US515110BH61 ( en USD )

0.01375% par an ( paiement semestriel )

23/10/2019 - Obligation échue

Prospectus brochure de l'obligation Landwirtsch. Rentenbank US515110BH61 en USD 0.01375%, échue

515110BH6

La Landwirtschaftliche Rentenbank est une banque publique allemande spécialisée dans le financement de l'agriculture et des zones rurales.

L'analyse de l'instrument financier de type obligation, identifié par le code ISIN US515110BH61 et le code CUSIP 515110BH6, révèle qu'il s'agit d'une émission de Landwirtschaftliche Rentenbank, une banque de développement agricole d'importance majeure en Allemagne, reconnue pour son rôle de soutien au secteur rural et à l'agro-industrie, et bénéficiant d'une notation de crédit solide en tant qu'entité quasi-souveraine, dont la valeur nominale était libellée en dollars américains (USD) avec un taux d'intérêt de 0,01375% versé semi-annuellement (fréquence de paiement 2), et qui, après avoir été échangée sur le marché à 100% de son prix, est arrivée à maturité le 23 octobre 2019, date à laquelle elle a été intégralement remboursée à ses détenteurs.

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PROSPECTUS SUPPLEMENT
Filed pursuant to Rule 424(b)(5)
(To prospectus dated August 25, 2010)
Registration No. 333-167672
$1,250,000,000
Landwirtschaftliche Rentenbank
1.375% NOTES DUE 2019
Interest payable on April 23 and October 23
This prospectus supplement relates to the offering by us of $1,250,000,000 of notes. This prospectus supplement does not contain complete information about the offering of the notes. Additional information is contained in the
accompanying prospectus.
The notes are not redeemable at any time prior to maturity, except (1) at our option in the case of certain changes in the tax laws of the Federal Republic of Germany (the "Federal Republic") and (2) at the holder's option in the
case of certain changes related to the backing of our obligations by the Federal Republic. See the sections entitled "-- Redemption for Tax Reasons" and "-- Redemption at Holder's Option" under "Description of the Notes".
Under our governing law, the notes will be effectively backed by the full faith and credit of the Federal Republic. See "Responsibility of the Federal Republic for Rentenbank" in the accompanying prospectus.
Application has been made to list the notes on the SIX Swiss Exchange.
PRICE 99.456% AND ACCRUED INTEREST, IF ANY
Price to Public
Underwriting Discount and Commissions
Proceeds to Rentenbank
Per Note
99.456%
0.15%
99.306%
Total
$1,243,200,000
$1,875,000 $1,241,325,000
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus supplement and prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes to purchasers in book-entry form through The Depository Trust Company and its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme,
Luxembourg on October 23, 2012.
Joint Bookrunners

CITIGROUP
DEUTSCHE BANK
RBC CAPITAL MARKETS
The date of this prospectus supplement is October 16, 2012.
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TABLE OF CONTENTS
Prospectus Supplement
Page
Where You Can Find More Information
S-3
Presentation of Financial Data
S-3
Forward-Looking Statements
S-3
Recent Developments
S-4
Exchange Rate Information
S-4
Additional Information on United States Taxation
S-5
Use of Proceeds
S-6
Description of the Notes
S-6
Underwriting
S-10
Validity of the Notes
S-13
General Information
S-14
Prospectus
Page
About This Prospectus
3
Where You Can Find More Information
3
Landwirtschaftliche Rentenbank
4
Use of Proceeds
5
Description of the Securities
6
Responsibility of the Federal Republic for Rentenbank
10
Debt Record
10
German Taxation
11
United States Taxation
14
Plan of Distribution
26
Validity of the Securities
27
Limitations on Actions against the Federal Republic
27
Enforcement of Civil Liabilities against Rentenbank
27
Authorized Representative in the United States
27
Official Statements and Documents
27
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WHERE YOU CAN FIND MORE INFORMATION
This prospectus supplement should be read together with the accompanying prospectus dated August 25, 2010, which contains information regarding Landwirtschaftliche Rentenbank and other matters, including a description of certain terms of the
notes being offered hereby. Further information concerning Rentenbank, the Federal Republic and the notes offered hereby may be found in the registration statement (Registration No. 333-167672), as amended, and its exhibits filed with the U.S. Securities
and Exchange Commission (the "SEC") under the U.S. Securities Act of 1933 and relating to the debt securities of Rentenbank described in the accompanying prospectus. These documents are also available free of charge at the offices of BNP Paribas
(Suisse) S.A., 2, Place de Hollande, 1211 Geneva 11, Switzerland.
You should rely only on the information incorporated by reference or provided in this prospectus supplement and accompanying prospectus. We have not, and the underwriters have not, authorized anyone else to provide you with different
information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement or the accompanying prospectus is
accurate as of any date other than the date on the front of such documents or, with respect to information incorporated by reference, as of the date of such information.
This prospectus supplement includes particulars given in compliance with the rules governing the listing of securities on the SIX Swiss Exchange for the purpose of giving information with regard to Landwirtschaftliche Rentenbank. The SIX Swiss
Exchange takes no responsibility for the contents of this prospectus supplement and the accompanying prospectus, makes no representations as to their accuracy or completeness and expressly disclaims any liability for any loss arising from or in reliance
upon the whole or any part of the contents of this prospectus supplement and the accompanying prospectus. Rentenbank accepts full responsibility for the accuracy of the information contained in this prospectus supplement and the accompanying prospectus
and confirms, having made all reasonable inquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein or in the prospectus misleading in any material respect. This document may only
be used for the purpose for which it has been published.
The distribution of the accompanying prospectus and this prospectus supplement and the offering of the notes in some jurisdictions may be restricted by law. Persons into whose possession the prospectus and this prospectus supplement come should
inform themselves about and observe any such restrictions. The accompanying prospectus and this prospectus supplement do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. See "Underwriting".
PRESENTATION OF FINANCIAL DATA
In this prospectus supplement, references to "euro", "EUR" or "" are to the single European currency adopted by certain participating member countries of the European Union, including the Federal Republic, as of January 1, 1999. References to
"U.S. dollars", "U.S.$" or "$" are to United States dollars. For information regarding exchange rates between euro and U.S. dollars, see the section entitled "Exchange Rate Information" and Rentenbank's annual report on Form 18-K, as amended, which is
incorporated by reference herein. On October 16, 2012, the euro foreign exchange reference rate as published by the European Central Bank was EUR 1.00 = 1.3046 U.S. dollar (EUR 0.7665 per U.S. dollar).
FORWARD-LOOKING STATEMENTS
This prospectus supplement contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about the industry in which we operate, management's beliefs and assumptions made by management. Such
statements include, in particular, statements about our plans, strategies and prospects. Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", variations of such words and similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or
forecasted in these forward-looking statements. Except as required under the Federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements after they are made,
whether as a result of new information, future events or otherwise.
In this prospectus supplement, references to "Rentenbank", "we" or "us" are to Landwirtschaftliche Rentenbank.
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RECENT DEVELOPMENTS
THE FEDERAL REPUBLIC OF GERMANY
Other Recent Developments
On June 29, 2012, the German Bundestag and Bundesrat enacted laws approving the fiscal compact and the ESM. Several complaints were filed with the German Federal Constitutional Court against these laws with a view to preventing the president
of the Federal Republic from signing the laws, which is a pre-condition for their entry into force. In September 2012, the German Federal Constitutional Court approved the ratification of the fiscal compact. The approval by the Federal Constitutional Court
is conditioned upon a legally binding clarification under international law to the effect that the maximum liability of the Federal Republic of EUR 190 million may only be increased if the representative of the Federal Republic in the relevant bodies of the
ESM approves such increase. In late September 2012, the parties to the ESM issued a statement that ensures compliance with the condition imposed by the German Federal Constitutional Court. Accordingly, the president of the Federal Republic signed the
laws approving the fiscal compact and the ESM. The ESM was launched on October 8, 2012.
Sources: Bundesregierung, Zustimmung zu Fiskalvertrag und ESM, statement of June 29, 2012 (http://www.bundesregierung.de/Content/DE/Artikel/2012/06/2012-06-29-ratifizierung-esm-fiskalvertrag.html?nn=454930); Bundesregierung,
Bundesregierung tritt für Fiskalpakt ein, statement of July 4, 2012 (http://www.bundesregierung.de/Content/DE/Artikel/2012/07/2012-07-04-kabinett-bverfg.html?nn=454930); Bundesverfassungsgericht, Urteilsverkündung in Sachen
"ESM/Fiskalpakt Anträge auf Erlass einer einstweiligen Anordnung," press release of July 16, 2012 (http://www.bundesverfassungsgericht.de/pressemitteilungen/bvg12-055); Bundesregierung, Euro-Rettungsschirm und Fiskalvertrag ratifiziert,
statement of September 27, 2012 (http://www.bundesregierung.de/Content/DE/Artikel/2012/09/2012-09-12--bundesverfassungsgericht-zu-esm-und-fiskalvertrag.html); European Stability Mechanism, European Stability Mechanism (ESM) is
inaugurated, press release of October 8, 2012
(http://www.esm.europa.eu/press/releases/20121008_esm-is-inaugurated.htm).
On September 6, 2012, the president of the ECB stated that the ECB had decided on the modalities for undertaking Outright Monetary Transactions (OMTs) in secondary markets for sovereign bonds in the euro area. Within its mandate to maintain
price stability over the medium term and in observance of its independence in determining monetary policy, the ECB aims to preserve the singleness of its monetary policy and to ensure the proper transmission of its policy stance to the real economy
throughout the area. OMTs will enable the ECB to address severe distortions in government bond markets.
Source: Introductory statement to the press conference (with Q&A), Mario Draghi, President of the ECB, Vítor Constâncio, Vice-President of the ECB, September 6, 2012 (http://www.ecb.int/press/pressconf/2012/html/is120906.en.html).
EXCHANGE RATE INFORMATION
We file reports with the SEC giving economic data expressed in euro.
The following table shows noon buying rates for euro, expressed as U.S. dollars per EUR 1.00, for the periods indicated, as published on a weekly basis by the Federal Reserve Bank of New York.
Period
End
Average(1)
High
Low
Quarter ended September 30, 2012
1.2856
1.2583
1.3142
1.2062
(1)
The average of the noon buying rates on the last business day of each month during the relevant period.

The following table shows the high and low noon buying rates for euro, expressed as U.S. dollars per EUR 1.00, for each month from August through September 2012, published on a weekly basis by the Federal Reserve Bank of New York.
2012
High
Low
August
1.2583
1.2149
September
1.3142
1.2566
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No representation is made that the euro or U.S. dollar amounts referred to herein or referred to in the documents which incorporate this information by reference could have been or could be converted into U.S. dollars or euro, as the case may be, at
any particular rate.
There are, except in limited embargo circumstances, no legal restrictions in the Federal Republic on international capital movements and foreign exchange transactions. However, for statistical purposes only, every individual or corporation residing
in the Federal Republic must report to the Deutsche Bundesbank, the German Central Bank, subject to a number of exceptions, any payment received from or made to an individual or a corporation resident outside of the Federal Republic if such payment
exceeds EUR 12,500 (or the equivalent in a foreign currency).
ADDITIONAL INFORMATION ON UNITED STATES TAXATION
As discussed under "United States Taxation-Foreign Financial Assets Reporting" in the accompanying prospectus, a law enacted in 2010 requires individuals that own "specified foreign financial assets" with an aggregate value in excess of $50,000
to file an information report with respect to such assets with their United States federal income tax returns. Guidance subsequently issued by the United States Internal Revenue Service prescribes higher reporting thresholds for certain individuals and
exempts "specified foreign financial assets" held in a financial account from reporting under this provision (although the financial account itself, if maintained by a foreign financial institution, may be subject to this reporting requirement). In addition,
proposed regulations extend this reporting requirement to certain United States entities. Holders are urged to consult their tax advisors regarding the application of this legislation to their ownership of the Securities.
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USE OF PROCEEDS
The net proceeds from the sale of the notes will be $1,241,325,000 (after deduction of underwriting discounts and commissions but before expenses of the offering). The net proceeds from the sale of the notes will be used to finance our lending
activities as described in the accompanying prospectus, including the refinancing of existing liabilities.
DESCRIPTION OF THE NOTES
The following is a description of certain terms of the notes and supplements the description of the general terms and conditions of the securities in the accompanying prospectus under the heading "Description of the Securities". If the terms
described in the following summary differ from the terms described in the accompanying prospectus, you should rely on the terms described in the following description. This description is qualified in its entirety by reference to the terms and
conditions of the notes, which are discussed below. Copies of the form of the notes and of the Fiscal Agency Agreement pursuant to which the notes will be issued have been filed with the SEC as an exhibit to the registration statement of which this
prospectus supplement and the accompanying prospectus are a part.
General
We will initially offer the notes in an aggregate principal amount of $1,250,000,000. The notes will mature at par on October 23, 2019. The notes will be issued in minimum denominations of $1,000 and multiples thereof.
The notes will constitute unsecured and unsubordinated obligations of Rentenbank and will rank pari passu without any preference among themselves (whether by reason of priority of date of issue or otherwise) and at least equally with all other
unsecured and unsubordinated obligations of Rentenbank, present and future, subject to statutory exceptions relating to the payment of certain liabilities ahead of unsecured debts. These exceptions arise under our governing law and the insolvency laws of the
Federal Republic and would apply if we were the subject of an insolvency proceeding. These laws dictate that the fees and costs of the insolvency proceedings and either liabilities relating to the administration of the estate or the fulfillment of liabilities the
administrator deems necessary for the benefit of the insolvent estate would be paid before unsecured obligations.
Application has been made to list the notes on the SIX Swiss Exchange.
At December 31, 2011, the outstanding total of our secured bond obligations was 2.8 billion. This includes our registered bonds and secured bearer bonds. There are no material secured obligations other than our registered bonds and secured
bearer bonds.
The notes will bear interest at the rate per annum shown on the front cover of this prospectus supplement, beginning October 23, 2012, payable semi-annually in arrears on April 23 and October 23 of each year, commencing April 23, 2013. Payments
will be made to the person who is the registered holder at the close of business on the day immediately preceding such interest payment date. If any interest, principal or redemption payment date falls on a day that is not a business day, we will make the
required payment on the next succeeding business day, and no additional interest will accrue in respect of the payment made on that next succeeding business day.
As used in this section "Description of the Notes" and in the notes, "business day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York; provided, however, that the day must also be a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (known as TARGET2) System is open. Interest on the notes will
be calculated on the basis of a 360-day year of twelve 30-day months. The notes do not provide for any sinking fund. We may redeem the notes prior to maturity in the circumstances described in "-- Redemption for Tax Reasons" below.
Book-Entry System and Form of the Notes
The notes will be issued in the form of one or more fully registered Global Notes which will be deposited with, or on behalf of, The Depository Trust Company ("DTC"). Global Notes will be registered in the name of DTC or its nominee. Except as
set forth below, Global Notes may be transferred, in whole and not in part, only to DTC or its nominee.
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Beneficial interests in the notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking,
société anonyme, Luxembourg ("Clearstream, Banking"). Investors may elect to hold interests in the notes through any of DTC, Euroclear or Clearstream, Banking, if they are participants in these systems, or indirectly through organizations which are
participants in these systems.
Upon issuance of a Global Note, we expect that DTC or its nominee will credit on its book-entry registration and transfer system the principal amount of the notes represented by the Global Note to the accounts of institutions that have accounts with
DTC or its nominee ("participants"). Euroclear and Clearstream, Banking hold securities on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositaries, which in turn hold the
securities in customers' securities accounts in the depositaries' names on the books of DTC.
The Fiscal Agent initially will act as depositary for DTC. The accounts to be initially credited will be designated by the underwriters participating in the distribution of notes. Ownership of beneficial interests in a Global Note will be limited to
participants or persons that may hold interests through participants. The laws of some states require that certain purchasers of securities take physical delivery of the securities in definitive form. These limits and laws may impair the ability to own, transfer
or pledge beneficial interests in a Global Note.
So long as DTC or its nominee is the registered owner of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner and holder of the notes represented by the Global Note for all purposes under the Fiscal Agency
Agreement. Except as set forth below, owners of beneficial interests in a Global Note will not be entitled to have the notes represented by the Global Note registered in their names, will not receive or be entitled to receive physical delivery of the notes in
definitive form and will not be considered the owners or holders thereof under the Fiscal Agency Agreement. Accordingly, each person owning a beneficial interest in the Global Note must rely on the procedures of DTC and, to the extent relevant, Euroclear
or Clearstream, Banking, and the participant through which the person owns its interest, to exercise any rights of a holder under the Fiscal Agency Agreement. Rentenbank understands that, under existing practice, in the event that Rentenbank requests any
action by a holder or a beneficial owner desires to take any action that a holder is entitled to take, the depositary would act upon the instructions of the participant or authorize the participant to take such action, and the participants would authorize beneficial
owners owning through these participants to take the action or would otherwise act upon the instructions of beneficial owners owning through them.
Principal and interest payments on the notes represented by a Global Note registered in the name of DTC or its nominee will be made by us to the Fiscal Agent. The Fiscal Agent will make payments to DTC or its nominee, as the case may be, as the
registered holder of the Global Note. None of Rentenbank, the Fiscal Agent or any paying agent for the notes will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in
the Global Notes or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. We expect that DTC or its nominee, upon receipt of any payment of principal or interest, will immediately credit participants' accounts
with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Note as shown on the records of DTC to its nominee. We also expect that payments by participants to owners of beneficial interests in the
Global Note held through participants will be governed by standing instructions and customary practices, as is now the case with securities held for the account of customers registered in "street name", and will be the responsibility of these participants.
Distributions with respect to notes held through Euroclear or Clearstream, Banking will be credited to the cash accounts of Euroclear participants or Clearstream, Banking participants in accordance with the relevant system's rules and procedures, to the
extent received by its depositary. Neither Rentenbank nor the Fiscal Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Global Notes or for
maintaining, supervising or reviewing any records relating to the beneficial ownership interests.
DTC has informed us that: DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provision of Section 17A of the U.S. Securities Exchange Act of 1934. DTC was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions
among its participants in the securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of certificates. DTC participants include securities brokers and dealers (including
underwriters), banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their
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representatives) own DTC. Access to the DTC book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. DTC
agrees with and represents to its participants that it will administer its book-entry system in accordance with its rules and by-laws and requirements of law.
Euroclear and Clearstream, Banking have informed us that: Euroclear and Clearstream, Banking each hold securities for their customers and facilitate the clearance and settlement of securities transactions by electronic book-entry transfer between
their respective account holders. Euroclear and Clearstream, Banking provide various services including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and
Clearstream, Banking also deal with domestic securities markets in several countries through established depository and custodial relationships. Euroclear and Clearstream, Banking have established an electronic bridge between their two systems across
which their respective participants may settle trades with each other.
Euroclear and Clearstream, Banking customers are world-wide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to Euroclear and Clearstream, Banking is
available to other institutions which clear through or maintain a custodial relationship with an account holder of either system.
The following arrangements will apply to the notes:
Initial settlement for the notes will be made in U.S. dollars in immediately available funds (i.e., for value on the date of delivery of the notes).
Investors electing to hold their notes through DTC will follow the settlement practices applicable to U.S. corporate debt obligations. The securities custody accounts of investors will be credited with their holdings on the settlement date against
payment in same-day funds within DTC effected in U.S. dollars.
Investors electing to hold their notes through Euroclear or Clearstream, Banking accounts will follow the settlement procedures applicable to conventional eurobonds.
All notes will be recorded in a register maintained by the Fiscal Agent. The Fiscal Agent will be responsible for (1) maintaining a record of the aggregate holdings of all outstanding notes evidenced by the Global Notes; (2) ensuring that payments of
principal and interest in respect of the notes received by the Fiscal Agent from Rentenbank are duly credited to the holders of the notes; and (3) transmitting to Rentenbank any notices from the holders of the notes.
Secondary market sales of book-entry interests in the notes between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled using the procedures applicable to United States corporate debt obligations in
DTC's Settlement System. Secondary market sales of book-entry interests in the notes held through Euroclear or Clearstream, Banking to purchasers of book-entry interests in the notes through Euroclear or Clearstream, Banking will be conducted in
accordance with the normal rules and operating procedures of Euroclear and Clearstream, Banking and will be settled using the procedures applicable to conventional eurobonds.
If DTC is at any time unwilling or unable to continue as depositary or is ineligible to act as depositary, and a successory depositary is not appointed by Rentenbank within 90 days after Rentenbank is notified by DTC or becomes aware of this
condition, Rentenbank will issue notes in definitive form in exchange for the Global Note representing the notes. In addition, Rentenbank may at any time and in its sole discretion determine not to have the notes represented by one or more Global Notes and,
in that case, will issue notes in definitive form in exchange for all of the Global Notes representing the notes. In that case, the notes will be issued only in fully registered form without coupons in denominations of U.S.$1,000 and multiples thereof. If notes
are issued in definitive form, DTC will provide the Fiscal Agent with registration information and payment instructions. Thereafter, payment and transfers will be effected by the Fiscal Agent. In case of definitive notes, arrangements can be made for
payment and transfer of such notes at the offices of the Swiss Paying and Transfer Agent.
Redemption for Tax Reasons
For a discussion of our option to redeem the notes for tax reasons, please see "Description of the Securities -- Redemption for Tax Reasons" in the accompanying prospectus.
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Redemption at Holder's Option
If, as a result of a change in the ownership of our capital stock, a change in the laws of the Federal Republic, a change in the official interpretation of those laws, or any action taken by the Federal Republic, its legislative bodies, political
subdivisions or courts, our obligations under the notes are no longer fully backed by the credit of the Federal Republic under the public law principle of institutional liability (Anstaltslast) or by any replacement instrument, the notes may be redeemed at the
option of the holders. Under the terms of the notes, these events are referred to as "Redemption Events". After a Redemption Event occurs, Rentenbank will give notice to the Fiscal Agent, who will send each holder a notice of their right to redeem. Holders
of the notes will have 60 days from the time they receive this notice from the Fiscal Agent to return the notice and the certificates representing the notes to be redeemed. After this 60-day period, holders will not have the option to redeem the notes unless a
new Redemption Event occurs. The redemption price will equal 100% of the principal amount plus any accrued interest.
Further Issues
For a discussion of our ability to issue notes of the same series, please see "Description of the Securities -- Further Issues of Securities of Same Series" in the accompanying prospectus.
Fiscal Agent
There will be a registrar, Fiscal Agent and principal paying agent (the "Fiscal Agent") for Rentenbank, whose duties will be governed by the Fiscal Agency Agreement. Deutsche Bank Trust Company Americas, which will act as Fiscal Agent for the
notes, has its principal corporate agency and trust office at 60 Wall Street, 27th Floor, New York, New York 10005. We may replace the Fiscal Agent. We may maintain deposit accounts and conduct other banking and financial transactions with the Fiscal
Agent. The Fiscal Agent is the agent of Rentenbank, is not a trustee for the holders of notes and does not have the same responsibilities or duties to act for such holders as would a trustee.
Notices
Notices to holders of the notes will be delivered to the registered holders and will be published, so long as the notes are listed on the SIX Swiss Exchange, on the website of the SIX Swiss Exchange (www.six-exchange-regulation.com/publications
/communiques/official_notices_en.html).
Replacement Notes
In case of mutilation, destruction, loss or theft of any definitive note, application for replacement is to be made with the Fiscal Agent. Any such definitive note will be replaced by the Fiscal Agent in compliance with such procedures as Rentenbank
and the Fiscal Agent may require and subject to applicable laws and regulations of the State of New York and the SIX Swiss Exchange.
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UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting agreement, dated October 16, 2012 (the "Underwriting Agreement"), the underwriters named below (the "Underwriters") have severally agreed to purchase, and Rentenbank
has agreed to sell to them, severally, the respective principal amount of the notes set forth opposite their respective names below:
Principal Amount
Names
of Notes
Citigroup Global Markets Limited
$396,667,000
Deutsche Bank AG, London Branch
396,667,000
RBC Capital Markets, LLC
396,666,000
Credit Agricole Securities (USA) Inc.
20,000,000
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
20,000,000
TD Securities (USA) LLC
20,000,000

Total
$1,250,000,000
The Underwriting Agreement provides that the obligations of the several Underwriters to pay for and accept delivery of the notes is subject to, among other things, the approval of certain legal matters by their counsel and certain other conditions. The
Underwriters are obligated to take and pay for all of the notes, if any are taken.
The notes are offered for sale in those jurisdictions in the United States, Europe and Asia where it is legal to make such offers.
In order to facilitate the offering of the notes, the Underwriters may engage in transactions that stabilize, maintain or otherwise affect the prices of the notes. Specifically, the Underwriters may overallot in connection with the offering, creating a short
position in the notes for their own account. In addition, to cover overallotments or to stabilize the price of the notes, the Underwriters may bid for, and purchase, the notes in the open market. Finally, the Underwriters may reclaim selling concessions allowed
to an Underwriter or a dealer for distributing the notes in the offering, if they repurchase previously distributed notes in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or
maintain the market price for the notes above independent market levels. The Underwriters are not required to engage in these activities and may end any of these activities at any time.
Each of the Underwriters has agreed that it will not offer, sell or deliver any of the notes, directly or indirectly, or distribute this prospectus supplement or the accompanying prospectus or any other offering material relating to the notes, in or from
any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each Underwriter has represented and agreed that with effect from and including the date on
which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of the notes to the public in that Relevant Member State prior to the publication of a prospectus
in relation to the notes which 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, all in
accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the notes to the public in that Relevant Member State at any time:
(i)
to any legal entity which is a qualified investor as defined under the Prospectus Directive;
(ii)
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to
obtaining the prior consent of the relevant Underwriter; or
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