Obligation Depfa Finanz 4% ( XS0244508569 ) en EUR

Société émettrice Depfa Finanz
Prix sur le marché 100 %  ⇌ 
Pays  Irlande
Code ISIN  XS0244508569 ( en EUR )
Coupon 4% par an ( paiement annuel )
Echéance 01/03/2016 - Obligation échue



Prospectus brochure de l'obligation Depfa Bank XS0244508569 en EUR 4%, échue


Montant Minimal 50 000 EUR
Montant de l'émission 55 000 000 EUR
Description détaillée Depfa Bank était une banque publique irlandaise spécialisée dans le financement du secteur public, qui a fait faillite en 2010 suite à des pertes importantes liées à des investissements dans des titres adossés à des créances hypothécaires.

L'obligation XS0244508569 émise par Depfa Bank (Irlande), d'une valeur nominale totale de 55 000 000 EUR, avec un coupon de 4% payable annuellement, et une taille minimale d'achat de 50 000 EUR, est arrivée à échéance le 01/03/2016 et a été intégralement remboursée à 100%.







INFORMATION MEMORANDUM
BANK INTERNATIONAL
HYPO REAL ESTATE BANK INTERNATIONAL
(incorporated in the Republic of Ireland)
(acting through its Irish head o/ce or through its Luxembourg Branch)
Euro 10,000,000,000
Programme for the Issuance of Debt Instruments
Guaranteed by HYPO REAL ESTATE HOLDING AG
Under the programme for the issuance of debt instruments described in this Information Memorandum (the
``Programme''), Hypo Real Estate Bank International (the ``Issuer'') (acting through its Irish head office or through its
Luxembourg branch), subject to compliance with all relevant laws, regulations and directives, may from time to time
issue debt instruments guaranteed by Hypo Real Estate Holding AG (the ``Guarantor'') (the ``Instruments''). The
aggregate nominal amount of Instruments outstanding will not at any time exceed Euro 10,000,000,000 (or the
equivalent in other currencies).
Application has been made to the Irish Stock Exchange Limited for the Instruments issued within twelve months
of the date of this Information Memorandum to be admitted to the official list of the Irish Stock Exchange. Instruments
so admitted to the official list of the Irish Stock Exchange will be referred to as ``Listed Instruments''. Application has
also been made for the Instruments issued under the Programme to be listed on the Luxembourg Stock Exchange during
the period of 12 months from the date of this Prospectus. Notice of the aggregate nominal amount of the Instruments,
interest (if any) payable in respect of the Instruments, the issue price of the Instruments and any other terms and
conditions not contained herein which are applicable to each Tranche (as defined on page 5) of the Instruments will be
set forth in a pricing supplement (the ``Pricing Supplement'') which, with respect to the Instruments to be listed on the
Luxembourg Stock Exchange, will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the
Instruments of such Tranche. However, unlisted Instruments may be issued pursuant to the Programme. The relevant
Pricing Supplement (as defined on page 5) in respect of the issue of any Instruments will specify whether or not such
Instruments will be listed on the official list of the Irish Stock Exchange or the Luxembourg Stock Exchange (or any
other stock exchange). Copies of this Information Memorandum have been delivered for registration to the Registrar of
Companies in Ireland as required by Regulation 13 of the European Communities (Stock Exchange) Regulations 1984
(as amended) of Ireland (the ``1984 Regulations'') and comprise listing particulars (the ``Listing Particulars'') approved
by the Irish Stock Exchange in accordance with the requirements of the 1984 Regulations and the listing rules of the
Irish Stock Exchange (the ``Listing Rules''). Particulars of the dates of, parties to and general nature of each document
to which the Issuer is a party (the ``Transaction Documents'') are set out in various sections of this Information
Memorandum.
Each Series (as defined on page 6) of Instruments in bearer form will be represented on issue by a temporary global
Instrument in bearer form (each a ``temporary Global Instrument'') or a permanent global Instrument in bearer form
(each a ``permanent Global Instrument''). Instruments in registered form will be represented by registered certificates
(each a ``Certificate''), one Certificate being issued in respect of each Holder's entire holding of Registered Instruments
of one Series. Global Instruments and Certificates may be deposited on the issue date with a common depositary on
behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear System (``Euroclear'') and Clearstream Banking, socie´te´
anonyme (``Clearstream, Luxembourg''). The provisions governing the exchange of interests in Global Instruments for
other Global Instruments and definitive Instruments are described in ``Summary of Provisions Relating to the
Instruments while in Global Form''.
Interests in a temporary Global Instrument will be exchangeable, in whole or in part, for interests in a permanent
Global Instrument on or after the date 40 days after the later of the commencement of the offering and the relevant
issue date, upon certification as to non-U.S. beneficial ownership.
The Programme has been rated A- in respect of Senior unsecured debt, A-2 in respect of short term debt and BBB+
in respect of Senior subordinated debt by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies
Inc and A3 in respect of Senior Instruments with a maturity in excess of one year, P-2 in respect of Instruments with a
maturity below one year and Baa1 in respect of Subordinated Instruments by Moody's Deutschland GmbH. Tranches of
Instruments (as defined in ``Summary of the Programme'') issued under the Programme may be rated or unrated. Where
a Tranche of Instruments is rated, such rating will not necessarily be the same as the rating assigned to the Programme.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating agency.
Arranger for the Programme
MORGAN STANLEY
Dealers
ABN AMRO
Barclays Capital
Citigroup
Deutsche Bank
Dresdner Kleinwort Wasserstein
DZ BANK AG
Goldman Sachs International
HSBC
HVB Corporates & Markets
Hypo Real Estate Bank International
JP Morgan
Morgan Stanley
UBS InvestmentBank
Dated: 13 May 2004


Save for the Guarantor Information (as de¢ned below), the Issuer accepts responsibility for the
information contained in this document and to the best of the knowledge and belief of the Issuer (which has
taken all reasonable care to ensure that such is the case), the information contained in this document is in
accordance with the facts and does not omit anything likely to a¡ect the import of such information. The
Guarantor accepts responsibility for the information contained in this document in relation to the Guarantor
only (including the consolidated ¢nancial information of the Guarantor set out herein) (the ``Guarantor
Information'') and to the best of the knowledge and belief of the Guarantor (which has taken all reasonable
care to ensure that such is the case), such Guarantor Information is in accordance with the facts and does not
omit anything likely to a¡ect the import of such information. No representation, warranty or undertaking,
express or implied, is made and no responsibility or liability is accepted by the Guarantor as to the accuracy
or completeness of any information contained in this Information Memorandum (other than the Guarantor
Information) or any other information supplied in connection with the Instruments or their distribution.
The Issuer having made all reasonable enquiries con¢rms that this document contains all information
with respect to the Issuer and its subsidiaries taken as a whole (the ``Hypo International Group'') and the
Instruments that is material in the context of the issue and o¡ering of the Instruments, the statements
contained in it relating to the Issuer and the Hypo International Group are in every material particular true
and accurate and not misleading, the opinions and intentions expressed in this Information Memorandum
with regard to the Issuer and the Hypo International Group are honestly held, have been reached after
considering all relevant circumstances and are based on reasonable assumptions, there are no other facts in
relation to the Issuer, the Hypo International Group or the Instruments the omission of which would, in the
context of the issue and o¡ering of the Instruments, make any statement in this Information Memorandum
misleading in any material respect and all reasonable enquiries have been made by the Issuer to ascertain
such facts and to verify the accuracy of all such information and statements.
The Guarantor having made all reasonable enquiries con¢rms that this document contains all
information with respect to the Guarantor and its subsidiaries (other than the Issuer) that is material in the
context of the issue and o¡ering of the Instruments, the statements contained in it relating to the Guarantor
and its subsidiaries other than the Issuer are in every material particular true and accurate and not
misleading, the opinions and intentions expressed in this Information Memorandum with regard to the
Guarantor and its subsidiaries other than the Issuer are honestly held, have been reached after considering all
relevant circumstances and are based on reasonable assumptions, there are no other facts in relation to the
Guarantor and its subsidiaries other than the Issuer the omission of which would, in the context of the issue
and o¡ering of the Instruments, make any statement in this Information Memorandum misleading in any
material respect and all reasonable enquiries have been made by the Guarantor to ascertain such facts and to
verify the accuracy of all such information and statements.
No person has been authorised to give any information or to make any representation other than those
contained in this Information Memorandum in connection with the issue or sale of the Instruments and, if
given or made, such information or representation must not be relied upon as having been authorised by the
Issuer, the Guarantor or any of the Dealers or the Arranger (as de¢ned in ``Summary of the Programme'').
Neither the delivery of this Information Memorandum nor any sale made in connection herewith shall, under
any circumstances, create any implication that there has been no change in the a¡airs of the Issuer, the
Guarantor or the Hypo International Group since the date hereof or the date upon which this Information
Memorandum has been most recently amended or supplemented or that there has been no adverse change in
the ¢nancial position of the Issuer, the Guarantor or the Hypo International Group since the date hereof or
the date upon which this Information Memorandum has been most recently amended or supplemented or
that any other information supplied in connection with the Programme is correct as of any time subsequent
to the date on which it is supplied or, if di¡erent, the date indicated in the document containing the same.
The distribution of this Information Memorandum and the o¡ering or sale of the Instruments in
certain jurisdictions may be restricted by law. Persons into whose possession this Information Memorandum
comes are required by the Issuer, the Guarantor, the Dealers and the Arranger to inform themselves about
and to observe any such restriction. The Instruments have not been and will not be registered under the
United States Securities Act of 1933, as amended (the ``Securities Act'') or with any securities regulatory
authority of any state or other jurisdiction of the United States and include Instruments in bearer form that
are subject to U.S. tax law requirements. Subject to certain exceptions, Instruments may not be o¡ered, sold
or, in the case of Instruments in bearer form, delivered within the United States or to U.S. persons (as de¢ned
2


in Regulation S under the Securities Act or, in the case of Instruments in bearer form, as de¢ned in the U.S.
Internal Revenue Code of 1986, as amended, and regulations thereunder). For a description of certain
restrictions on o¡ers and sales of Instruments and on distribution of this Information Memorandum, see
``Subscription and Sale''.
This Information Memorandum does not constitute an o¡er of, or an invitation by or on behalf of the
Issuer, the Guarantor or the Dealers to subscribe for, or purchase, any Instruments.
The Arranger and the Dealers have not separately veri¢ed the information contained in this
Information Memorandum. None of the Dealers or the Arranger makes any representation, express or
implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information
in this Information Memorandum. Neither this Information Memorandum nor any other ¢nancial
statements are intended to provide the basis of any credit or other evaluation and should not be considered as
a recommendation by any of the Issuer, the Guarantor, the Arranger or the Dealers that any recipient of this
Information Memorandum or any other ¢nancial statements should purchase the Instruments. Each
potential purchaser of Instruments should determine for itself the relevance of the information contained in
this Information Memorandum and its purchase of Instruments should be based upon such investigation as
it deems necessary. None of the Dealers or the Arranger undertakes to review the ¢nancial condition or
a¡airs of the Issuer or the Guarantor during the life of the arrangements contemplated by this Information
Memorandum nor to advise any investor or potential investor in the Instruments of any information coming
to the attention of any of the Dealers or the Arranger.
In connection with any Tranche (as de¢ned in ``Summary of the Programme''), one of the Dealers will
act as a stabilising agent (the ``Stabilising Agent''). The identity of the Stabilising Agent will be disclosed in
the relevant Pricing Supplement. References in the next paragraph to ``the issue of any Tranche'' are to each
Tranche in relation to which a Stabilisation Agent is appointed.
In connection with the issue of any Tranche, the Stabilising Agent or any person acting for him may
over-allot or e¡ect transactions with a view to supporting the market price of the Instruments at a level
higher than that which might otherwise prevail for a limited period. However, there may be no obligation on
the Stabilising Agent or any agent of his to do this. Such stabilising, if commenced, may be discontinued at
any time, and must be brought to an end after a limited period.
In this Information Memorandum, unless otherwise speci¢ed or the context otherwise requires,
references to ``euro'' and ``k'' are to the lawful currency of the member states of the European Union that
adopt the single currency in accordance with the Treaty establishing the European Community, as amended,
references to ``U.S.$'' and ``U.S. dollars'' are to the lawful currency of the United States and references to
``»'', ``Stg »'' and ``sterling'' are to pounds sterling. References to the ``U.S.'', ``U.S.A.'' and to the ``United
States'' are to the United States of America, references to the ``U.K.'' are to the United Kingdom, references
to ``Ireland'' are to the Republic of Ireland and references to ``Luxembourg'' are to the Grand Duchy of
Luxembourg.
3


TABLE OF CONTENTS
Page
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Supplemental Information Memorandum
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Summary of the Programme ..
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Terms and Conditions of the Instruments ..
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Provisions Relating to the Instruments while in Global Form ..
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Use of Proceeds ..
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Hypo Real Estate Bank International
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Capitalisation of Hypo Real Estate Bank International ..
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Presentation of Financial Information on the Issuer ..
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Hypo Real Estate Holding AG
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Capitalisation of Hypo Real Estate Holding AG ..
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Taxation ..
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Subscription and Sale
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Form of Pricing Supplement ..
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General Information ..
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Index to Financial Statements
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F ^ 1
DOCUMENTS INCORPORATED BY REFERENCE
This Information Memorandum should be read and construed in conjunction with each relevant
Pricing Supplement, the most recently published unconsolidated and consolidated audited annual accounts,
and any interim accounts (whether audited or unaudited) published subsequently to such annual accounts, of
the Issuer and the Guarantor from time to time, which shall be deemed to be incorporated in, and to form
part of, this Information Memorandum and which shall be deemed to modify or supersede the contents of
this Information Memorandum to the extent that a statement contained in any such document is inconsistent
with such contents. The Issuers and the Guarantor will provide, without charge upon request, a copy of any
or all of the documents deemed to be incorporated herein by reference unless such documents have been
modi¢ed or superseded as speci¢ed above. Requests for such documents should be directed to the Issuer or to
the Guarantor at their respective o/ces set out at the end of this Information Memorandum. In addition,
such documents will be available free of charge from the principal o/ce in Luxembourg of Pfandbrief Bank
International S.A. for Instruments listed on the Luxembourg Stock Exchange. Any documents incorporated
by reference herein do not form part of the Listing Particulars approved by the Irish Stock Exchange.
SUPPLEMENTAL INFORMATION MEMORANDUM
Each of the Issuer and the Guarantor has given an undertaking to the Dealers that if at any time during
the duration of the Programme there is a signi¢cant change a¡ecting any matter contained in this
Information Memorandum, including any modi¢cation of the terms and conditions or any material adverse
change in the ¢nancial position of the Issuer or the Guarantor, whose inclusion would reasonably be required
by investors and their professional advisers, and would reasonably be expected by them to be found in this
Information Memorandum, for the purpose of making an informed assessment of the assets and liabilities,
¢nancial position, pro¢ts and losses and prospects of the Issuer or the Guarantor, and the rights attaching to
the Instruments the Issuer and the Guarantor shall prepare an amendment or supplement to this Information
Memorandum or publish a replacement Information Memorandum for use in connection with any
subsequent o¡ering of the Instruments and shall supply to each Dealer such number of copies of such
supplement hereto as such Dealer may reasonably request.
4


SUMMARY OF THE PROGRAMME
The following summary is quali¢ed in its entirety by the remainder of this Information Memorandum.
Issuer:
Hypo Real Estate Bank International (the ``Issuer''). In issuing
Instruments, the Issuer shall act through its Irish head o/ce or through
its Luxembourg Branch.
Guarantor:
Hypo Real Estate Holding AG (the ``Guarantor'').
Description:
Programme for the issuance of debt Instruments.
Size:
Up to Euro 10,000,000,000 (or the equivalent in other currencies at the
date of issue) aggregate nominal amount of Instruments outstanding at
any one time. The maximum aggregate principal amount of
Instruments which may be outstanding under the Programme may be
increased from time to time, subject to compliance with the relevant
provisions of the Dealership Agreement as de¢ned under ``Subscription
and Sale''.
Arranger:
Morgan Stanley & Co. International Limited
Dealers:
ABN AMRO Bank N.V.
Barclays Bank PLC
Bayerische Hypo- und Vereinsbank AG
Citigroup Global Markets Limited
Deutsche Bank AG London
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am
Main
Dresdner Bank Aktiengesellschaft
Goldman Sachs International
HSBC Bank plc
Hypo Real Estate Bank International
J.P. Morgan Securities Ltd.
Morgan Stanley & Co. International Limited
UBS Limited
Issue and Paying Agent:
Citibank, N.A. London
Method of Issue:
The Instruments will be issued on a syndicated or non-syndicated basis.
The Instruments will be issued in series (each a ``Series'') having one or
more issue dates and on terms otherwise identical (or identical other
than in respect of the ¢rst payment of interest), the Instruments of each
Series being intended to be interchangeable with all other Instruments
of that Series. Each Series may be issued in tranches (each a ``Tranche'')
on the same or di¡erent issue dates. The speci¢c terms of each Tranche
(which will be supplemented, where necessary, with supplemental terms
and conditions and, save in respect of the issue date, issue price, ¢rst
payment of interest and nominal amount of the Tranche, will be
identical to the terms of other Tranches of the same Series (including as
to listing)) will be set out in a pricing supplement to this Information
Memorandum (a ``Pricing Supplement''). A Tranche may comprise
Instruments in more than one denomination.
Issue Price:
Instruments may be issued at their nominal amount or at a discount or
premium to their nominal amount. Partly Paid Instruments may be
issued, the issue price of which will be payable in two or more
instalments.
Form of Instruments:
The Instruments may be issued in bearer form only (``Bearer
Instruments'') or in registered form only (``Registered Instruments'').
5


In respect of each Tranche of Bearer Instruments, the Issuer will either
deliver a temporary global Instrument (a ``Temporary Global
Instrument'') or a permanent global Instrument (a ``Permanent Global
Instrument''). Such Global Instrument will be deposited on or before
the relevant issue date therefor with a depositary or a common
depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear
System (``Euroclear'') and/or Clearstream Banking, socie¤te¤ anonyme
(``Clearstream, Luxembourg'') and/or any other relevant clearing
system. Each Temporary Global Instrument will be exchangeable for a
Permanent Global Instrument or, if so speci¢ed in the relevant Pricing
Supplement, for Instruments in de¢nitive bearer form (``De¢nitive
Instruments'') and/or (if so speci¢ed in the relevant Pricing
Supplement) registered form in accordance with its terms (``Registered
Instruments'') upon certi¢cation as to non-U.S. bene¢cial ownership as
required by United States Treasury regulations. Each Permanent
Global Instrument will be exchangeable for De¢nitive Instruments
and/or (if so speci¢ed in the relevant Pricing Supplement) Registered
Instruments in accordance with its terms. (See further under
``Provisions Relating to the Instruments while in Global Form'')
below). De¢nitive Instruments will, if interest-bearing, have interest
coupons (``Coupons'') attached and, if appropriate, a talon (``Talon'')
for further Coupons and will, if the principal thereof is repayable by
instalments, have payment receipts (``Receipts'') attached. Each
Instrument issued in registered form shall represent the entire holding
of Registered Instruments by the same holder. A Registered Instrument
may be registered in the name of a nominee for one or more clearing
system and such an Instrument is referred to herein as a ``Global
Registered Instrument''. Instruments in registered form may not be
exchanged for Instruments in bearer form.
Clearing Systems:
Clearstream, Luxembourg, Euroclear and, in relation to any Tranche,
such other clearing system as may be agreed between the Issuer, the
Issue and Paying Agent and the relevant Dealer.
Currencies:
Instruments may be denominated in euro, U.S. dollars, Yen or in any
other currency or currencies, subject to compliance with all applicable
legal and/or regulatory and/or central bank requirements. Payments in
respect of Instruments may, subject to compliance as aforesaid, be
made in and/or linked to, any currency or currencies other than the
currency in which such Instruments are denominated.
Issues of Instruments denominated in Swiss francs or carrying a Swiss
franc related element with a maturity of more than one year (other than
Instruments privately placed with a single investor with no publicity)
will be e¡ected in compliance with the relevant regulations of the Swiss
National Bank based on article 7 of the Federal Law on Banks and
Savings Banks of 8 November 1934 (as amended) and article 15 of the
Federal Law on Stock Exchanges and Securities Trading of 24 March
1995 in connection with article 2, paragraph 2 of the Ordinance of the
Federal Banking Corporation on Stock Exchanges and Securities
Trading of 2 December 1996. Under the said regulations, the relevant
Dealer or, in the case of a syndicated issue the lead manager (the ``Swiss
Dealer''), must be a bank domiciled in Switzerland (which includes
branches or subsidiaries of a foreign bank located in Switzerland or a
securities dealer duly licensed by the Swiss Federal Banking
Commission as per the Federal Law on Stock Exchanges and Securities
Trading of 24 March 1995. The Swiss Dealer must report certain
6


details of the relevant transaction to the Swiss National Bank no later
than the relevant issue date for such a transaction.
Maturities:
Subject to compliance with all relevant laws, regulations and directives,
any maturity.
Denomination:
Instruments will be issued in such denominations as may be speci¢ed in
the relevant Pricing Supplement, subject to compliance with all
applicable legal and/or regulatory and/or central bank requirements.
Fixed Rate Instruments:
Fixed interest will be payable in arrear on the date or dates in each year
speci¢ed in the relevant Pricing Supplement.
Floating Rate Instruments:
Floating Rate Instruments will bear interest determined separately for
each Series as follows:
(i) on the same basis as the £oating rate under a notional interest
rate swap transaction in the relevant Speci¢ed Currency governed
by an agreement incorporating the 2000 ISDA De¢nitions, as
published
by
the
International
Swaps
and
Derivatives
Association, Inc. or
(ii) by reference to LIBOR, LIBID, LIMEAN or EURIBOR (or
such other benchmark as may be speci¢ed in the relevant Pricing
Supplement) as adjusted for any applicable margin.
Interest periods will be speci¢ed in the relevant Pricing Supplement.
Zero Coupon Instruments:
Zero Coupon Instruments may be issued at their nominal amount or at
a discount to it and will not bear interest.
Dual Currency Instruments:
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Dual Currency Instruments will be
made in such currencies, and based on such rates of exchange as may be
speci¢ed in the relevant Pricing Supplement.
Index Linked Instruments:
Payments of principal in respect of Index Linked Redemption
Instruments or of interest in respect of Index Linked Interest
Instruments will be calculated by reference to such index and/or
formula as may be speci¢ed in the relevant Pricing Supplement.
Interest Periods and Interest
The length of the interest periods for the Instruments and the
Rates:
applicable interest rate or its method of calculation may di¡er from
time to time or be constant for any Series. Instruments may have a
maximum interest rate, a minimum interest rate, or both. The use of
interest accrual periods permits the Instruments to bear interest at
di¡erent rates in the same interest period. All such information will be
set out in the relevant Pricing Supplement.
Redemption:
The relevant Pricing Supplement will specify the basis for calculating
the redemption amounts payable.
Redemption by Instalments:
The Pricing Supplement issued in respect of each issue of Instruments
that are redeemable in two or more instalments will set out the dates on
which, and the amounts in which, such Instruments may be redeemed.
Other Instruments:
Terms
applicable
to
high
interest
Instruments,
low
interest
Instruments, step-up Instruments, step-down Instruments, reverse dual
currency Instruments, optional dual currency Instruments, partly paid
Instruments and any other type of Instrument that the Issuer and any
Dealer or Dealers may agree to issue under the Programme will be set
out in the relevant Pricing Supplement.
7


Optional Redemption:
The Pricing Supplement issued in respect of each issue of Instruments
will state whether such Instruments may be redeemed prior to their
stated maturity at the option of the Issuer (either in whole or in part)
and/or the Holders, and if so the terms applicable to such redemption.
Status of Instruments:
Senior Instruments and the guarantee in respect of them will constitute
direct, unconditional, unsubordinated and unsecured obligations of the
Issuer and the Guarantor, respectively, and will rank pari passu among
themselves (and save for certain obligations required to be preferred by
law) equally with all other unsecured obligations (other than
subordinated obligations, if any) of the Issuer and the Guarantor from
time to time outstanding. Subordinated Instruments and the guarantee
in respect of them will constitute direct, unsecured and subordinated
obligations of the Issuer and the Guarantor, respectively, all as
described in ``Terms and Conditions of the Instruments ö Status''.
Negative Pledge:
None.
Cross Default:
None.
Rating:
Senior unsecured debt to be issued under the Programme has been
rated A-, short term debt to be issued under the Programme has been
rated A-2 and Senior subordinated debt to be issued under the
Programme has been rated BBB+ by Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies Inc. Senior
Instruments with a maturity in excess of one year to be issued under the
Programme have been rated A3, Instruments with a maturity below
one year to be issued under the Programme have been rated P-2 and
Subordinated Instruments to be issued under the Programme have been
rated Baa1 by Moody's Deutschland GmbH.
Early Redemption:
Early redemption of Subordinated Instruments and Senior Instruments
will be permitted for taxation reasons as mentioned in ``Terms and
Conditions of Senior and Subordinated Instruments ö Redemption
for tax reasons'', but will otherwise be permitted only to the extent
speci¢ed in the relevant Pricing Supplement.
Withholding Tax:
All payments of principal and interest in respect of the Instruments will
be made free and clear of withholding taxes of the Republic of Ireland
or the Grand Duchy of Luxembourg or the Federal Republic of
Germany, as the case may be, subject to customary exceptions
(including the IPMA Standard EU Exception) and an exception in the
case of withholding tax of the Republic of Ireland where such
withholding would not have occurred had the holder of an Instrument
provided certain evidence to the Issuer, all as described in ``Terms and
Conditions of the Instruments ö Taxation''.
Governing Law:
English.
Listing:
Application has been made to list Instruments issued under the
Programme on the o/cial list of the Irish Stock Exchange and on the
Luxembourg Stock Exchange and to admit them to trading on the Irish
Stock Exchange or as otherwise speci¢ed in the relevant Pricing
Supplement. A Series of Instruments may be unlisted or listed on such
other or further stock exchange(s) as may be agreed between the Issuer
and the relevant Dealer and speci¢ed in the relevant Pricing
Supplement.
Selling Restrictions:
United States, United Kingdom, Republic of Ireland, Grand Duchy of
Luxembourg, Federal Republic of Germany and Japan. See
``Subscription and Sale''.
8


The Issuer is Category 2 for the purposes of Regulation S under the
United States Securities Act of 1933, as amended.
The Instruments will be issued in compliance with U.S. Treas. Reg.
1.163-5(c)(2)(i)(D) (the ``D Rules'') unless (i) the relevant Pricing
Supplement states that Instruments are issued in compliance with U.S.
Treas. Reg. 1.163-5(c)(2)(i)(C) (the ``C Rules'') or (ii) the Instruments
are issued other than in compliance with the D Rules or the C Rules but
in circumstances in which the Instruments will not constitute
``registration required obligations'' under the United States Tax Equity
and
Fiscal
Responsibility
Act
of
1982
(``TEFRA''),
which
circumstances will be referred to in the relevant Pricing Supplement as
a transaction to which TEFRA is not applicable.
9


TERMS AND CONDITIONS OF THE INSTRUMENTS
The following are the Terms and Conditions of Senior and Subordinated Instruments (the
``Conditions'') which as supplemented, modi¢ed or replaced in relation to any Instruments by the relevant
Pricing Supplement, will be applicable to each Tranche of Senior Instruments or Subordinated Instruments in
de¢nitive form (if any) issued in exchange for the Global Instruments representing each Series. Either (i) the
full text of these Conditions together with the relevant provisions of the Pricing Supplement or (ii) these
Conditions as so completed, amended, supplemented or varied (and subject to simpli¢cation by the deletion of
non-applicable provisions), shall be endorsed on such Bearer Instruments or on the Certi¢cates relating to such
Registered Instruments. All capitalised terms that are not de¢ned in these Conditions will have the meanings
given to them in the relevant Pricing Supplement. Those de¢nitions will be endorsed on the de¢nitive
Instruments or Certi¢cates, as the case may be. References in the Conditions to ``Instruments'' are to the
Instruments of one Series only, not to all Instruments that may be issued under the Programme.
This Instrument is one of a Series (as de¢ned below) of Instruments issued by Hypo Real Estate Bank
International (the ``Issuer'') acting through its Irish head o/ce or through its Luxembourg branch pursuant
to the Agency Agreement (as de¢ned below). References herein to the ``Instruments'' shall be references to
the Instruments of this Series. As used herein, ``Tranche'' means Instruments which are issued on the same
Issue Date, the terms of which are identical in all respects (including as to listing) save that a Tranche may
comprise Instruments in more than one denomination. ``Series'' means a Tranche or Tranches of
Instruments which are (i) expressed to be consolidated and form a single series and (ii) identical in all respects
(including as to listing) except for their respective Issue Dates, Interest Commencement Dates and/or Issue
Prices and a Series may comprise Instruments in more than one denomination.
The Instruments, the Receipts (as de¢ned below) and the Coupons (as de¢ned below) have the bene¢t
of an Issue and Paying Agency Agreement (such Issue and Paying Agency Agreement as amended and/or
supplemented and/or restated from time to time, the ``Agency Agreement'') dated 2 February 2004, and
made between the Issuer, acting through its Irish head o/ce or through its Luxembourg branch, Hypo Real
Estate Holding AG (the ``Guarantor''), Citibank, N.A. London as issuing and principal paying agent (the
``Issue and Paying Agent'', which expression shall include any successor agent), principal registrar in respect
of Instruments in registered form (the ``Principal Registrar'', which expression shall include any successor
registrar) and agent bank and transfer agent, Citibank International PLC (Ireland) as ¢rst alternative
registrar (the ``First Alternative Registrar'', which expression shall include any successor registrar) and as
paying agent and transfer agent, and the other paying and transfer agents named therein (together with the
Issue and Paying Agent and the First Alternative Registrar, the ``Paying Agents'', which expression shall
include any additional or successor paying and transfer agents).
The Instruments have the bene¢t of a Deed of Covenant (the ``Deed of Covenant'') dated 2 February
2004 and made by the Issuer and the Guarantor. The Deed of Covenant contains the terms of the guarantees
of the Guarantor in respect of the Instruments. The original of the Deed of Covenant is held by the common
depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System (``Euroclear''), and
Clearstream Banking, socie¤te¤ anonyme (``Clearstream, Luxembourg'').
Copies of the Agency Agreement and the Deed of Covenant are available for inspection during normal
business hours at the speci¢ed o/ce of each of the Paying Agents. Copies of the applicable Pricing
Supplement are obtainable during normal business hours at the speci¢ed o/ce of each of the Paying Agents
save that, if this Instrument is an unlisted Instrument of any Series, the applicable Pricing Supplement will
only be obtainable by a Holder holding one or more unlisted Instruments of that Series and such Holder
must produce evidence satisfactory to the Issuer and the relevant Paying Agent as to its holding of such
Instruments and identity. The Holders are deemed to have notice of, and are entitled to the bene¢t of, all the
provisions of the Agency Agreement, the Deed of Covenant and the applicable Pricing Supplement which are
applicable to them. The statements in these Conditions include summaries of, and are subject to, the detailed
provisions of the Agency Agreement.
Words and expressions de¢ned in the Agency Agreement or used in the Pricing Supplement shall have
the same meanings where used in these Conditions unless the context otherwise requires or unless otherwise
stated and provided that, in the event of inconsistency between the Agency Agreement and the applicable
Pricing Supplement, the applicable Pricing Supplement will prevail.
10


Document Outline