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DEPFA Deutsche Pfandbriefbank AG CHF 100,000,000 3.125 ...

DEPFA Deutsche Pfandbriefbank AG CHF 100,000,000 3.125 ...

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GENERAL DESCRIPTION OF THE PROGRAMME<br />

Under the Programme, each of the Issuers may from time to time issue Instruments denominated in any currency agreed<br />

between the relevant Issuer and the relevant Dealer (as defined below).<br />

The maximum aggregate nominal amount of all Instruments from time to time outstanding under the Programme will<br />

not exceed Euro 15,<strong>000</strong>,<strong>000</strong>,<strong>000</strong> (or its equivalent in other currencies calculated as described in the Dealership<br />

Agreement (as defined below)), subject to increase in accordance with the terms of the Dealership Agreement.<br />

The Instruments will be issued on a continuing basis to one or more of the Dealers specified in the section entitled<br />

"Summary of the Debt Issuance Programme" and commencing on page 8 and any additional Dealer appointed under the<br />

Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each, a Dealer<br />

and, together, the Dealers). References in this DIP Prospectus to the relevant Dealer shall, in the case of an issue of<br />

Instruments being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such<br />

Instruments. The Instruments will be issued in such denominations as may be agreed between the relevant Issuer and<br />

the relevant Dealer, save that the minimum denomination of the Instruments will be, (i) in the case of Instruments to be<br />

admitted to trading on the regulated market of a stock exchange located in a member state of the EEA or publicy offered<br />

in a member state of the EEA, Euro 1,<strong>000</strong> or its foreign currency equivalent on the relevant date of issue, and (ii) such<br />

amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws<br />

or regulations applicable to the relevant Specified Currency (as defined below).<br />

Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as<br />

competent authority under the Luxembourg Law on Prospectuses for Securities (loi relative aux prospectus pour<br />

valeurs mobilières; the Prospectus Act) transforming the Prospectus Directive into law in Luxembourg for the approval<br />

of this DIP Prospectus pursuant to Article 7.1 of the Prospectus Act, which requires (i) the scrutiny by the CSSF of the<br />

completeness of this DIP Prospectus including the consistency of the information given and its comprehensibility<br />

(Article 7.1 of the Prospectus Act in connection with Article 2.1 (a) of the Prospectus Act), and (ii) the publication of<br />

this DIP Prospectus pursuant to Article 16 of the Prospectus Act.<br />

Accordingly, copies of this DIP Prospectus (and any supplements hereto) will be obtainable, free of charge, from (i) the<br />

registered offices of each of <strong>DEPFA</strong> <strong>Deutsche</strong> <strong>Pfandbriefbank</strong> <strong>AG</strong> (Ludwig-Erhard-Straße 14, 65760 Eschborn,<br />

Germany) and <strong>DEPFA</strong> BANK plc (1 Commons Street, Dublin 1, Ireland), and (ii) the specified offices of each of the<br />

Fiscal Agent (<strong>Deutsche</strong> Bank <strong>AG</strong>, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB,<br />

United Kingdom), the German Fiscal Agent (<strong>DEPFA</strong> <strong>Deutsche</strong> <strong>Pfandbriefbank</strong> <strong>AG</strong>, Ludwig-Erhard-Straße 14, 65760<br />

Eschborn, Germany) and the Paying Agents for the time being in Luxembourg (<strong>Deutsche</strong> Bank Luxembourg S.A., 2<br />

boulevard Konrad Adenauer, L-1115 Luxembourg) and in Switzerland (Credit Suisse, P.O. 300, Uetlibergstraße 231,<br />

8070 Zürich, Switzerland).<br />

Further applications will be made by each of the Issuers to the Luxembourg Stock Exchange for Instruments to be<br />

issued under the Programme to be admitted to trading on the regulated market of the Luxembourg Stock Exchange and<br />

to be listed on the Luxembourg Stock Exchange. Accordingly, this DIP Prospectus is viewable on, and can be obtained<br />

free of charge from, the website of the Luxembourg Stock Exchange, being www.bourse.lu.<br />

References in this DIP Prospectus to Instruments being listed in Luxembourg (and all related references) shall mean<br />

that such Instruments have been admitted to trading on the regulated market of the Luxembourg Stock Exchange and<br />

have been listed on the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a<br />

regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of 21 April<br />

2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive<br />

2<strong>000</strong>/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC.<br />

Notes and Pfandbriefe may, after notification of this DIP Prospectus in accordance with Article 18 of the Prospectus<br />

Directive, be admitted to trading on the regulated market of any stock exchange located in a member state of the EEA<br />

and/or may be listed on any stock exchange located in a member state of the EEA and/or may be publicly offered within<br />

the EEA, all as may be agreed between the Issuer and the relevant Dealer. Each of the Issuers may also issue unlisted<br />

Instruments and/or Instruments not admitted to trading on any market and/or Instruments not publicly offered.<br />

Each of the Issuers will request the CSSF to provide the Bundesanstalt für Finanzdienstleistungsaufsicht (the BaFin) in<br />

its capacity as competent authority under the German Securities Prospectus Act dated 22 June 2005<br />

(Wertpapierprospektgesetz) transforming the Prospectus Directive into law in Germany with a certificate of approval<br />

attesting in accordance with Article 19 of the Prospectus Act that the DIP Prospectus has been drawn up in accordance<br />

with the Prospectus Act. Each of the Issuers may request the CSSF to provide the competent authorities in additional<br />

member states of the EEA with similar certificates of approval.<br />

6<br />

34

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