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IKB Deutsche Industriebank Aktiengesellschaft IKB FINANCE B.V.

IKB Deutsche Industriebank Aktiengesellschaft IKB FINANCE B.V.

IKB Deutsche Industriebank Aktiengesellschaft IKB FINANCE B.V.

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Notes of Issuing Branch<br />

Notes that may be issued by <strong>IKB</strong> AG acting through its Luxembourg Branch will constitute obligations<br />

of <strong>IKB</strong> AG as a whole and are the same as if <strong>IKB</strong> AG had issued such Notes through its head<br />

office in Düsseldorf.<br />

The Guarantees<br />

The Senior Notes issued by <strong>IKB</strong> <strong>FINANCE</strong> will have the benefit of a Senior Guarantee given by <strong>IKB</strong><br />

AG. The Subordinated Notes issued by <strong>IKB</strong> <strong>FINANCE</strong> will have the benefit of a Subordinated Guarantee<br />

given by <strong>IKB</strong> AG.<br />

Status of the Guarantees<br />

The Senior Guarantee constitutes an unconditional, unsecured and unsubordinated obligation of <strong>IKB</strong><br />

AG and ranks pari passu with all other unsecured and unsubordinated obligations of <strong>IKB</strong> AG, unless<br />

such obligations are given priority under mandatory provisions of statutory law.<br />

The Subordinated Guarantee constitutes a subordinated obligation of <strong>IKB</strong> AG which ranks pari passu<br />

with all other subordinated obligations of <strong>IKB</strong> AG. In the event of dissolution, liquidation, institution<br />

of insolvency proceedings over the assets of, composition or other proceedings for the avoidance of<br />

the institution of insolvency proceedings over the assets of, or against <strong>IKB</strong> AG, the obligations under<br />

the Subordinated Guarantee may be satisfied only after the non-subordinated claims of creditors of<br />

<strong>IKB</strong> AG have been satisfied.<br />

Negative Pledge<br />

The terms of the Notes do not contain a negative pledge provision.<br />

Events of Default and Cross Default<br />

The Senior Notes will provide for events of default entitling Holders to demand immediate redemption<br />

of the Notes as set out in § 9 of the Terms and Conditions of the Notes.<br />

The Subordinated Notes will not provide for any event of default entitling Holders to demand<br />

immediate redemption of the Notes.<br />

The terms of the Notes do not provide for a cross-default.<br />

Rating<br />

The Issuers have obtained a rating of the securities to be issued under this Programme from Fitch and<br />

Moody’s. Notes issued pursuant to the Programme may be rated or unrated. Where an issue of Notes<br />

is rated, its rating will not necessarily be the same as the rating applicable to the Programme, if any. A<br />

security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,<br />

reduction or withdrawal at any time by the assigning rating agency. A suspension, reduction or<br />

withdrawal of the rating assigned to the Notes may adversely affect the market price of the Notes.<br />

Governing Law<br />

The Notes will be governed by German law.<br />

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