IKB Deutsche Industriebank Aktiengesellschaft IKB FINANCE B.V.

proceedings over the assets of, composition or other proceedings for the
avoidance of the institution of insolvency proceedings over the assets of, or
against IKB AG, the obligations under the Subordinated Guarantee may be
satisfied only after the non-subordinated claims of creditors of IKB AG have
been satisfied.
Negative Pledge: The terms of the Notes do not contain a negative pledge provision.
Events of Default The Senior Notes will provide for events of default entitling Holders to
and Cross Default: demand immediate redemption of the Notes as set out in § 9 of the Terms
and Conditions of the Notes.
The Subordinated Notes will not provide for any event of default entitling
Holders to demand immediate redemption of the Notes.
The terms of the Notes do not provide for a cross-default.
Rating: The Issuers have obtained a rating of the securities to be issued under this
Programme from FITCH. Notes issued pursuant to the Programme may be
rated or unrated. Where an issue of Notes is rated, its rating will not
necessarily be the same as the rating applicable to the Programme, if any. 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. A suspension, reduction or withdrawal of the rating
assigned to the Notes may adversely affect the market price of the Notes.
Listing: Application has been made to list the Notes in bearer form to be issued
under the Programme on the Luxembourg Stock Exchange. The Programme
provides that Notes in bearer form may be listed on other or further stock
exchanges including, but not limited to, the Frankfurt Stock Exchange, as
may be agreed between the relevant Issuer and the relevant Dealer(s) in
relation to each issue. Notes may further be issued under the Programme
which will not be listed on any stock exchange.
Notes in registered form will not be listed on any stock exchange.
Clearance and Settlement: Notes in bearer form will be accepted for clearing through one or more
Clearing Systems as specified in the applicable Pricing Supplement. These
systems will include those operated by Clearstream Banking AG, Clearstream
Banking société anonyme (together, “Clearstream”) and Euroclear
Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”).
Governing Law: German law.
Selling Restrictions: There will be specific restrictions on the offer and sale of Notes and the
distribution of offering materials in Germany, the United States of America,
the United Kingdom, Japan, The Netherlands, Luxembourg and France and
such other restrictions as may be required under applicable law in
connection with the offering and sale of a particular Tranche of Notes. Each
Tranche of Notes denominated in a currency in respect of which particular
laws, guidelines, regulations, restrictions or reporting requirements apply
will only be issued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting requirements from time to
time. See “Subscription and Sale”.
Place of Performance Place of performance for the obligations under the Guarantees is Düsseldorf.
and Jurisdiction:
Non-exclusive place of jurisdiction for any legal proceedings arising under
the Notes and the Guarantees is Frankfurt am Main.
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