Obligation DZ Banque Privée SA 0.279% ( XS1438153824 ) en EUR

DZ Banque Privée SA

100 % ▼

Luxembourg

XS1438153824 ( en EUR )

0.279% par an ( paiement annuel )

30/06/2021 - Obligation échue

Prospectus brochure de l'obligation DZ Privatbank SA XS1438153824 en EUR 0.279%, échue

100 000 EUR

175 000 000 EUR

DZ Privatbank SA est une banque privée suisse, filiale du groupe DZ Bank, spécialisée dans la gestion de fortune pour une clientèle fortunée et institutionnelle, offrant des services de banque privée, de gestion d'actifs et de financement.

L'obligation à code ISIN XS1438153824, émise par DZ Privatbank SA et dont l'échéance est survenue le 30 juin 2021, a été intégralement remboursée à sa maturité, confirmant ainsi le respect de ses engagements par l'émetteur. DZ Privatbank SA, entité luxembourgeoise spécialisée dans la banque privée et la gestion de patrimoine, agissant en tant que filiale du groupe bancaire allemand DZ BANK AG, a utilisé cet instrument de dette libellé en EUR pour une émission totale de 175 000 000 EUR. Le prix affiché sur le marché à son échéance était de 100% de sa valeur nominale, ce qui est conforme à un remboursement au pair pour les détenteurs. Cette obligation offrait un taux d'intérêt nominal de 0,279%, un rendement typique de l'environnement de taux bas prévalant durant sa période de vie. Les paiements du coupon étaient effectués annuellement, avec une fréquence de un par an. La taille minimale à l'achat, fixée à 100 000 EUR, positionnait cet instrument comme destiné principalement aux investisseurs institutionnels ou aux clients fortunés, plutôt qu'au marché de détail, soulignant la stratégie de financement de l'émetteur via des tranches importantes. L'arrivée à maturité de cette obligation et son remboursement effectué à la date prévue marquent la clôture réussie de cette opération de marché pour l'émetteur.

This document constitutes the base prospectus for the purposes of Article 8 (1) of Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017, as amended, in respect of non-equity securities (the
"Debt Issuance Programme Prospectus" or the "Prospectus").

Debt Issuance Programme Prospectus
9 June 2023

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

as Issuer

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 Euro MTF Market and to be listed on the Official List of the Luxembourg
Stock Exchange. Notes issued under this Programme may also be listed on other or further stock exchanges or
may not be listed at al .

This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") as
competent authority under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June
2017, as amended (the "Prospectus Regulation") with respect to possible public offers in the Grand Duchy of
Luxembourg, the Federal Republic of Germany and the Republic of Austria. By approving this Prospectus, CSSF
gives no undertaking as to the economic or financial soundness of the operation or the quality or solvency of the
Issuer pursuant to Article 6 (4) of the Law of 16 July 2019 on prospectuses for securities (Loi du 16 juillet 2019
relative aux prospectus pour valeurs mobilières) (the "Luxembourg Law"). The CSSF only approves this
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Such an approval should not be considered as an endorsement of the Issuer and of the
quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the
suitability of investing in the Notes. The CSSF has neither reviewed nor approved the Prospectus with respect to
an admission to trading of securities on the Euro MTF Market.

The Issuer has also requested the CSSF provide the competent authorities in the Federal Republic of Germany
and the Republic of Austria with a certificate of approval attesting that this Prospectus has been drawn up in
accordance with the Prospectus Regulation (each a "Notification"). The Issuer may request the CSSF to provide
competent authorities in additional host Member States within the European Economic Area with a Notification.

An investment in the Notes issued under the Programme involves certain risks. For a discussion of these risks, see
"Risk Factors".

Arranger

DZ BANK AG

Dealers

DZ BANK AG
DZ PRIVATBANK S.A.

This Prospectus together with all documents incorporated herein by reference will be published in electronic form
on the website of the Luxembourg Stock Exchange (www.luxse.com) and on the website of DZ PRIVATBANK S.A.
(https://www.dz-privatbank.com/dzpb/pdf/DZ_PRIVATBANK_SA_DIP_2023_Prospectus_09062023.pdf).
This
Prospectus replaces the Prospectus dated 10 June 2022 and is valid for a period of 12 months from its date of
approval. The validity of this Prospectus will expire on 9 June 2024. The obligation to supplement this
Prospectus in the event of significant new factors, material mistakes or material inaccuracies does not
apply when this Prospectus is no longer valid.

2
NOTICE

Relevant Information

This Prospectus should be read and understood in conjunction with any supplement to this Prospectus
and with any other document incorporated herein by reference. Full information on DZ PRIVATBANK
S.A. ("PBLU", "DZ PRIVATBANK" or the "Issuer") and any Tranche (as defined in this Prospectus) of
Notes is only available on the basis of the combination of this Prospectus and the relevant final terms
(the "Final Terms").

The Issuer has confirmed to the dealers set forth on the cover page of this Prospectus and to any
additional Dealer appointed under this Programme from time to time by the Issuer (each a "Dealer" and
together the "Dealers") that this Prospectus contains all information with regard to the Issuer and the
Notes which is material in the context of this Programme and the issue and offering of Notes thereunder;
that the information contained in this Prospectus with respect to the Issuer and the Notes is accurate in
all material respects and is not misleading; that any opinions and intentions expressed herein with
respect to the Issuer and the Notes are honestly held; that there are no other facts with respect to the
Issuer 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 Issuer has
made al reasonable enquiries to ascertain al facts material for the purposes aforesaid.

The Issuer has undertaken with the Dealers (i) to publish a supplement to this Prospectus or publish a
new Prospectus if and when the information in this Prospectus should become material y inaccurate or
incomplete or in the event of any significant new factor, material mistake or material inaccuracy relating
to the information included in this Prospectus which may affect the assessment of the Notes and, (ii) to
have such document approved by the CSSF.

Unauthorised Information

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 Issuer in
relation to this Programme or any information supplied by the Issuer 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 Issuer, 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 Issuer, 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 or 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 Issuer 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.

Restrictions on Distribution

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
("United Kingdom" or "UK") and Japan, see "Sel ing 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.

3
Language of this Prospectus

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 Conditions (as defined in this Prospectus) may be controlling and binding if so
specified in the Final Terms. The Issuer confirms that, to the best of its knowledge, the non-binding
English text of the Conditions correctly and adequately reflects the binding German language version of
the Conditions.

Use of this Prospectus

Each Dealer and/or each further financial intermediary, if any, subsequently reselling or final y placing
the Notes issued under this Programme are entitled to use this Prospectus as set out in "Consent to use
the Prospectus".

This Prospectus, any supplement to this Prospectus and any Final Terms may only be used for the
purpose for which they have 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
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.

Stabilisation

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 market price of the Notes at a level higher than that which might
otherwise prevail. However, stabilisation may not necessarily occur. 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 cease at any time, but it must end
no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60
days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or
over-allotment must be conducted by the relevant stabilising manager(s) (or person(s) acting on
behalf of any stabilising manager(s)) in accordance with all applicable laws and rules.

MIFID II PRODUCT GOVERNANCE

The Final Terms in respect of any Notes may include a legend entitled "MIFID II PRODUCT
GOVERNANCE" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, sel ing or
recommending the Notes (a "Distributor") should take into consideration the target market assessment;
however, a Distributor subject to the MiFID II Directive is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the target market assessment)
and determining appropriate distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under Commission Delegated Directive (EU) 2017/593 of 7 April 2016, as
amended (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of
their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.

UK MIFIR PRODUCT GOVERNANCE

The Final Terms in respect of any Notes may include a legend entitled "UK MIFIR PRODUCT
GOVERNANCE" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, sel ing or

4
recommending the Notes (a "Distributor") should take into consideration the target market assessment;
however, a Distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the target market assessment)
and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MIFIR Product Governance Rules.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS

If the Final Terms in respect of any Notes include a legend entitled "PROHIBITION OF SALES TO EEA
RETAIL INVESTORS", the Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4 (1) of the MiFID II Directive; or (i ) a customer within
the meaning of Directive EU 2016/97, where that customer would not qualify as a professional client as
defined in point (10) of Article 4 (1) of the MiFID II Directive; or (iii) not a qualified investor as defined in
the Prospectus Regulation. Consequently, no key information document required by Regulation (EU)
No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling
the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS

If the Final Terms in respect of any Notes include a legend entitled "PROHIBITION OF SALES TO UK
RETAIL INVESTORS", the Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom.
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions
of the Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK law by
virtue of the EUWA; or (i i) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129
as it forms part of UK law by virtue of the EUWA. Consequently, no key information document required
by Regulation (EU) No 1286/2014 as it forms part of UK law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the UK has been prepared and therefore offering or selling the Notes or otherwise making them available
to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

BENCHMARKS REGULATION

Interest amounts payable under Floating Rate Notes are calculated by reference to (i) EURIBOR (Euro
Interbank Offered Rate) which is provided by the European Money Markets Institute (the "EMMI"); or (i )
the CMS (Constant Maturity Swap) rate which is provided by the ICE Benchmark Administration Limited
(the "IBA") or (ii ) SONIA (Sterling Overnight Index Average) which is provided by the Bank of England;
or (iv) SOFR (Secured Overnight Financing Rate) which is provided by the Federal Reserve Bank of
New York. As at the date of approval of this Prospectus, EMMI appears whereas the Bank of England,
the Federal Reserve Bank of New York and IBA do not appear on the register of administrators and
benchmarks established and maintained by the European Securities and Markets Authority ("ESMA")
pursuant to Article 36 of the Regulation (EU) 2016/1011 of the European Parliament and of the Council
of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to
measure the performance of investment funds, as amended ("Benchmarks Regulation"). As far as the
Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that
IBA is not currently required to obtain recognition, endorsement or equivalence. As central banks the

5
Bank of England and the Federal Reserve Bank of New York are not subject to the Benchmarks
Regulation.

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. Forward-looking statements are based on
analyses or forecasts of future results and estimates of amounts not yet determinable or foreseeable.
These forward-looking statements may be identified by the use of terms and phrases such as
"anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "wil " 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 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 Issuer makes to the best of its present knowledge. These forward-looking statements are subject to
risks, uncertainties and other factors which could cause actual results, including 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. 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 following sections of this Prospectus: "Risk Factors" and "DZ PRIVATBANK
S.A.". These sections include more detailed descriptions of factors that might have an impact on PBLU's
business and the markets in which it operates.

In light of these risks, uncertainties and assumptions, future events described in this Prospectus may
not occur. In addition, neither the Issuer 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.

6
TABLE OF CONTENTS

Page

GENERAL DESCRIPTION OF THE PROGRAMME .............................................................................. 8
General
.......................................................................................................................................... 8
Issue Procedures ................................................................................................................................... 10
RISK FACTORS .................................................................................................................................... 11
General
........................................................................................................................................ 11
Risk Factors specific and material to the Issuer .................................................................................... 11
Risk Factors specific and material to the Notes .................................................................................... 14
RESPONSIBILITY STATEMENT ......................................................................................................... 20
CONSENT TO USE THE PROSPECTUS ............................................................................................ 21
DZ PRIVATBANK S.A. ......................................................................................................................... 22
Statutory Auditors .................................................................................................................................. 22
Information about DZ PRIVATBANK ..................................................................................................... 22
Business Overview ................................................................................................................................ 24
Organisational Structure ........................................................................................................................ 25
Trend Information .................................................................................................................................. 25
Administrative, Management and Supervisory Bodies .......................................................................... 25
Share Capital ........................................................................................................................................ 27
Major Shareholders ............................................................................................................................... 28
Financial Information concerning the Issuer´s Assets and Liabilities, Financial Position and Profits
and Losses ........................................................................................................................................ 28
Material Contracts ................................................................................................................................. 29
Documents available ............................................................................................................................. 29
Third party information ........................................................................................................................... 29
TERMS AND CONDITIONS OF THE NOTES (ENGLISH LANGUAGE VERSION) ........................... 30
A. Terms and Conditions of Preferred Senior Notes ........................................................................... 31
A1. Terms and Conditions of Fixed Rate Preferred Senior Notes ........................................................ 31
A2. Terms and Conditions of Floating Rate Preferred Senior Notes .................................................... 38
A3. Terms and Conditions of Zero Coupon Preferred Senior Notes ..................................................... 53
B. Terms and Conditions of Non-Preferred Senior Notes ................................................................... 60
B1. Terms and Conditions of Fixed Rate Non-Preferred Senior Notes ................................................ 60
B2. Terms and Conditions of Floating Rate Non-Preferred Senior Notes ............................................ 66
TERMS AND CONDITIONS OF THE NOTES (GERMAN LANGUAGE TRANSLATION).................. 78
A. Anleihebedingungen für bevorrechtigte nicht nachrangige Schuldverschreibungen ...................... 79
A1. Anleihebedingungen für festverzinsliche bevorrechtigte nicht nachrangige
Schuldverschreibungen ......................................................................................................................... 79
A2. Anleihebedingungen für variabel verzinsliche bevorrechtigte nicht nachrangige
Schuldverschreibungen ......................................................................................................................... 87
A3. Anleihebedingungen für Nul kupon bevorrechtigte nicht nachrangige Schuldverschreibungen .. 104
B. Anleihebedingungen für nicht bevorrechtigte nicht nachrangige Schuldverschreibungen ........... 112
B1. Anleihebedingungen für festverzinsliche nicht bevorrechtigte nicht nachrangige
Schuldverschreibungen ....................................................................................................................... 112
B2. Anleihebedingungen für variabel verzinsliche nicht bevorrechtigte nicht nachrangige
Schuldverschreibungen ....................................................................................................................... 119
MIFID II PRODUCT GOVERNANCE .................................................................................................. 132
UK MIFIR PRODUCT GOVERNANCE ............................................................................................... 133
PROHIBITION OF SALES TO EEA RETAIL INVESTORS ............................................................... 134

7
PROHIBITION OF SALES TO UK RETAIL INVESTORS .................................................................. 135
FORM OF THE FINAL TERMS........................................................................................................... 136
Introduction ...................................................................................................................................... 137
PART I: Terms and Conditions ............................................................................................................ 138
PART II/1: Additional Information ........................................................................................................ 153
PART II/2: Additional Information ........................................................................................................ 159
TAXATION ...................................................................................................................................... 162
SELLING RESTRICTIONS ................................................................................................................. 163
General
...................................................................................................................................... 163
European Economic Area.................................................................................................................... 163
United States of America ..................................................................................................................... 164
United Kingdom ................................................................................................................................... 165
Japan
...................................................................................................................................... 166
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 167
General
...................................................................................................................................... 167
Availability of Documents incorporated by Reference ......................................................................... 167
Comparative Table of Documents incorporated by Reference ........................................................... 167
NAMES AND ADDRESSES ............................................................................................................... 169

8
GENERAL DESCRIPTION OF THE PROGRAMME
GENERAL

Authorisation

The establishment of the Programme has been authorised by a resolution of the Board of Management
of PBLU on 26 April 2011.

The 2023 update of the Programme, the unlimited Programme Amount and the issuance of the types of
preferred senior Notes and non-preferred senior Notes have been authorised by a resolution of the
Board of Management of PBLU on 30 March 2023. Each Tranche of Notes under the Programme will
be issued pursuant to internal rules of PBLU.

Programme Limit

Under this Programme, Notes may be issued and outstanding in an unlimited aggregate principal
amount.

Dealers

Under this Programme the Issuer may from time to time issue Notes to one or more of the following
Dealers: DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, DZ PRIVATBANK
S.A. and any additional Dealer appointed under this Programme from time to time by the Issuer, which
appointment may be for a specific issue or on an ongoing basis.

Tranches/Series

Notes will be issued in Tranches, each Tranche consisting of Notes which are identical in al respects.
One or more Tranches, which are expressed to be consolidated and forming a single series and identical
in al respects, but may have different issue dates, issue prices and/or dates for first interest payments,
may form a series (the "Series") of Notes. Further Notes may be issued as part of an existing Series.
The specific terms of each Tranche will be set forth in the Final Terms.

Transferability of the Notes

The Notes issued under this Programme are freely transferable without any limitation.

Maturity

The Notes wil be issued with a maturity of twelve months or more.

Offer of the Notes

The Notes may be offered to qualified and non-qualified investors, unless the applicable Final Terms
include a legend entitled "PROHIBITION OF SALES TO EEA RETAIL INVESTORS" and/or
"PROHIBITION OF SALES TO UK RETAIL INVESTORS".

Currency

Subject to any applicable legal or regulatory restrictions and requirements of relevant central banks, the
Issuer may issue Notes in euro or any other currency as agreed by the Issuer and the relevant Dealer(s).

Denomination

Notes will be issued in such denominations as may be agreed between the Issuer and the relevant
Dealer(s) and as indicated in the Final Terms.

9
Issue Price

Notes may be issued at an issue price which is at par or at a discount to, or premium over, par as stated
in the Final Terms. If the issue price is not specified in the Final Terms, it will be determined at the time
of pricing on the basis of a yield which wil be determined on the basis of the orders of the investors
which are received by the relevant Dealer(s) during the offer period. Orders wil specify a minimum yield
and may only be confirmed at or above such yield. The resulting yield will be used to determine an issue
price, al to correspond to the yield.

Governing Law

The Notes wil be governed by German law.

Method of Calculating the Yield

If Notes with fixed interest rates are not redeemable prior to their maturity, the yield for such Notes will
be calculated by the use of the ICMA (International Capital Market Association) method which
determines the effective interest rate of notes taking into account accrued interest on a daily basis.

Rating of the Notes

Notes issued pursuant to this Programme may be rated or unrated. A rating is not a recommendation to
buy, sel or hold Notes issued under this Programme and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating agency. A suspension, reduction or withdrawal of the
rating assigned to the Notes issued under this Programme may adversely affect the market price of the
Notes issued under this Programme.

Approval, Admission to Trading and Listing of the Notes

This Prospectus has been approved by the CSSF as competent authority under the Prospectus Regulation.
By approving this Prospectus, CSSF gives no undertaking as to the economic or financial soundness of
the operation or the quality or solvency of the Issuer pursuant to Article 6 (4) of the Luxembourg Law. The
CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Such an approval should not be considered as an
endorsement of the Issuer and of the quality of the Notes that are the subject of this Prospectus. Investors
should make their own assessment as to the suitability of investing in the Notes.

Application has been made to the Luxembourg Stock Exchange for Notes issued under this Programme
to be admitted to trading on the Euro MTF Market and to be listed on the Official List of the Luxembourg
Stock Exchange. This Programme provides that Notes may be listed on other or further stock
exchanges, as may be agreed between the relevant Issuer and the relevant Dealer(s) in relation to each
Series. Notes may further be issued under this Programme which wil not be listed on any stock
exchange.

Notification

The Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of
Germany and the Republic of Austria with a certificate of approval attesting that this Prospectus has
been drawn up in accordance with the Prospectus Regulation. The Issuer may request the CSSF to
provide competent authorities in additional host Member States within the European Economic Area
with a Notification. In this case, the Issuer wil publish a supplement to this Prospectus in accordance
with Article 23 of the Prospectus Regulation and Article 18 (1) (g) of Commission Delegated Regulation
(EU) 2019/979 of 14 March 2019, as amended.

Clearing Systems

Notes wil be accepted for clearing through one or more clearing systems as specified in the Final Terms.
These clearing systems will include those operated by Clearstream Banking AG, Mergenthaleral ee 61,
65760 Eschborn, Federal Republic of Germany ("CBF"), Clearstream Banking S.A., 42 Avenue JF
Kennedy, 1855 Luxembourg, Grand Duchy of Luxembourg ("CBL") and/or Euroclear Bank SA/NV, 1,
Boulevard du Roi Albert II, 1210 Brussels, Kingdom of Belgium ("Euroclear").

10
Eurosystem Eligibility

If specified in the Final Terms, the Notes (except for the non-preferred senior Notes) are intended to be
held in a manner, which would allow Eurosystem eligibility. Therefore, the Notes (except for the non-
preferred senior Notes) will be deposited initial y upon issue with in the case of (i) a new global note,
either CBL or Euroclear as common safekeeper or, (i ) a global note, CBF. It does not necessarily mean
that the Notes (except for the non-preferred senior Notes) will be recognised as eligible col ateral for
Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at
any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem
eligibility criteria.

Agents

Deutsche Bank Aktiengesellschaft with its registered office in Frankfurt am Main wil act as fiscal agent
(the "Fiscal Agent"). DZ PRIVATBANK S.A., Luxembourg, Grand Duchy of Luxembourg, and other
institutions, al as indicated in the applicable Final Terms will act as paying agents (the "Paying
Agents"). DZ PRIVATBANK S.A., Luxembourg will also act as Luxembourg listing agent (the
"Luxembourg Listing Agent").

ISSUE PROCEDURES

Conditions

The Issuer and the relevant Dealer(s) wil agree on the terms and conditions applicable to each particular
Tranche of Notes (the "Conditions"). The Conditions will be constituted by the Terms and Conditions
of the Notes set out on pages 30 to 131 of this Prospectus (the "Terms and Conditions") as
substantiated by the provisions of PART I of the applicable Final Terms. Each global note representing
the Notes of the relevant Series will have the Conditions attached.

Language of the Conditions

PART I of the Final Terms relating to each Tranche of Notes wil specify whether the Conditions will be
in the English language or the German language or both (and, if both, whether the English language
version or the German language version is control ing and binding). As to the controlling language of
the respective Conditions, the Issuer anticipates that, in general, subject to any stock exchange or legal
requirements applicable from time to time, and unless otherwise agreed between the Issuer and the
relevant Dealer(s):
In the case of Notes publicly offered, in whole or in part, in the Federal Republic of Germany, or
distributed, in whole or in part, to non-qualified investors in the Federal Republic of Germany, German
will be the controlling language. If, in the event of such public offer or distribution to non-qualified
investors, however, English is chosen as the control ing language, a German language translation of
the Conditions will be available from the principal offices of the Fiscal Agent and the Issuer, each as
specified on the back cover of this Prospectus.

Issue-Specific Summary

In the case of Notes with a denomination per unit of less than EUR 100,000, an issue-specific summary
within the meaning of Article 8 (9) in conjunction with Article 7 of the Prospectus Regulation will be
annexed to the Final Terms.