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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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Executive Members:<br />

Gerhard Bruckermann, Chairman and CEO<br />

Dermot M. Cahillane<br />

Dr. Reinhard Grzesik<br />

Non-executive Members:<br />

Dr. Richard Brantner<br />

Prof. Dr. Alexander Hemmelrath<br />

Dr. Thomas Kolbeck<br />

Maurice O'Connell<br />

Jacques Poos<br />

Hans W. Reich<br />

Frances Ruane<br />

Prof. Dr. Dr. h.c. mult. Hans Tietmeyer<br />

Use of Proceeds: Generally, the net proceeds from each issue of Instruments will be applied by <strong>DEPFA</strong><br />

BANK for its general corporate purposes, which include making a profit and hedging certain<br />

risks.<br />

If, in the case of Instruments (i) which have a minimum denomination of less than Euro<br />

50,<strong>000</strong> (or its equivalent in other currencies, calculated as described in the Dealership<br />

Agreement), or (ii) are derivative securities within the meaning of Article 15 of the<br />

Commission Regulation (EC) no. 809/2004, there is a particular identified use of proceeds,<br />

this will be set out in the relevant Final Terms, together with the estimated net proceeds.<br />

For further details in relation to <strong>DEPFA</strong> BANK see the section entitled "Description of <strong>DEPFA</strong> BANK plc" and<br />

commencing on page 157.<br />

INFORMATION RELATING TO THE PFANDBRIEFBANK<br />

Description: The <strong>Pfandbriefbank</strong> acts as a finance institution with a focus on the German public finance<br />

market. In addition, it represents a platform for short and long-term funding in the money<br />

and capital markets. It is registered in the commercial register of Frankfurt am Main,<br />

Germany (under No. HRB 55655). where it has its principal place of business (Ludwig-<br />

Erhard-Straße 14, 65760 Eschborn, Germany).<br />

As a joint stock company, the <strong>Pfandbriefbank</strong> operates under the German Banking Act<br />

(Kreditwesengesetz) and the German Pfandbrief Act (Pfandbriefgesetz; the Pfandbrief Act).<br />

Keep Well Statement: The <strong>Pfandbriefbank</strong> has the benefit of a keep well statement contained in a Letter of Comfort<br />

dated 6 August 2002 and issued by <strong>DEPFA</strong> BANK plc (the Keep Well Statement). This<br />

Keep Well Statement can be summarised as follows:<br />

"So long as [<strong>DEPFA</strong> BANK plc] remain[s] a majority shareholder (or remain[s] in control of<br />

a majority of the shares) of [<strong>DEPFA</strong> <strong>Deutsche</strong> <strong>Pfandbriefbank</strong> <strong>AG</strong>], [it] will ensure that<br />

[<strong>DEPFA</strong> <strong>Deutsche</strong> <strong>Pfandbriefbank</strong> <strong>AG</strong>] is able to meet its contractual obligations."<br />

This Keep Well Statement does not constitute a guarantee.<br />

Control Agreement: <strong>DEPFA</strong> BANK plc and the <strong>Pfandbriefbank</strong> have entered into a control agreement (the<br />

Control Agreement), which became effective upon registration in the commercial register of<br />

of Frankfurt am Main, Germany on 27 July 2005. Pursuant to the Control Agreement, the<br />

<strong>Pfandbriefbank</strong> has placed its management under the control of <strong>DEPFA</strong> BANK, which shall<br />

compensate the <strong>Pfandbriefbank</strong> for any losses during the term of the Control Agreement.<br />

For further details in relation to the Control Agreement see the subsection entitled<br />

"Description of <strong>DEPFA</strong> <strong>Deutsche</strong> <strong>Pfandbriefbank</strong> <strong>AG</strong> – Recent Developments" and<br />

commencing on page 164.<br />

Business: The <strong>Pfandbriefbank</strong> has concentrated to date on the public finance market in German<br />

speaking countries and on long term refinancing through the issue of Public Sector<br />

Pfandbriefe (öffentliche Pfandbriefe). The total volume of public sector financing amounted<br />

to Euro 63.5 billion at the end of 2005, representing more than 30 per cent. of the Group's<br />

public finance volume.<br />

12<br />

40

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