IKB Deutsche Industriebank Aktiengesellschaft IKB FINANCE B.V.

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In the case of Notes which are represented by a Permanent Global Note insert: In the case of Notes which are initially represented by a Temporary Global Note insert: PART I – BASIC TERMS TERMS AND CONDITIONS OF NOTES IN BEARER FORM § 1 CURRENCY, DENOMINATION, FORM, CERTAIN DEFINITIONS (1) Currency; Denomination. This Series of Notes (the “Notes”) of [insert Issuer] (the “Issuer”) [in the case of the Notes being issued by IKB AG acting through its Luxembourg Branch insert:, acting through its Luxembourg Branch, (the “Issuing Branch”),] is being issued in [insert Specified Currency] (the “Specified Currency”) in the aggregate principal amount of [insert aggregate principal amount] (in words: [insert aggregate principal amount in words]) in denominations of [insert Specified Denominations] (the “Specified Denominations”). (2) Form. The Notes are being issued in bearer form. [(3) Permanent Global Note. The Notes are represented by a permanent global note (the “Permanent Global Note”) without coupons. The Permanent Global Note shall be signed manually by two authorized signatories of the Issuer and shall be authenticated by or on behalf of the Fiscal Agent. Definitive Notes and interest coupons will not be issued.] [(3) Temporary Global Note – Exchange. (a) The Notes are initially represented by a temporary global note (the “Temporary Global Note”) without coupons. The Temporary Global Note will be exchangeable for Notes in Specified Denominations represented by a permanent global note (the “Permanent Global Note”) without coupons. The Temporary Global Note and the Permanent Global Note shall each be signed manually by two authorized signatories of the Issuer and shall each be authenticated by or on behalf of the Fiscal Agent. Definitive Notes and interest coupons will not be issued. (b) The Temporary Global Note shall be exchanged for the Permanent Global Note on a date (the “Exchange Date”) not later than 180 days after the date of issue of the Temporary Global Note. The Exchange Date for such exchange will not be earlier than 40 days after the date of issue of the Temporary Global Note. Such exchange shall only be made upon delivery of certifications to the effect that the beneficial owner or owners of the Notes represented by the Temporary Global Note is or are not a U.S. person (other than certain financial institutions or certain persons holding Notes through such financial institutions). Payment of interest on Notes represented by a Temporary Global Note will be made only after delivery of such certifications. A separate certification shall be required in respect of each such payment of interest. Any such certification received on or after the 40th day after the date of issue of the Temporary Global Note will be treated as a request to exchange such Temporary Global Note pursuant to this subparagraph (b) of this § 1(3). Any securities delivered in exchange for the Temporary Global Note shall be delivered only outside of the United States. For purposes of this subparagraph (3), “United States” means the United States of America (including the States thereof and the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands).] (4) Clearing System. The Permanent Global Note will be kept in custody by or on behalf of the Clearing System until all obligations of the Issuer under the Notes have been satisfied. “Clearing System” means [if more than one Clearing System insert: each of] the following: [Clearstream Banking AG] [Clearstream Banking, société anonyme] [Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”)] [,] [and] [specify other Clearing System] and any successor in such capacity. (5) Holder of Notes. “Holder” means any holder of a proportionate co-ownership or other beneficial interest or right in the Notes. 38
In the case of Senior Notes issued by IKB AG insert: In the case of Senior Notes issued by IKB FINANCE insert: In the case of Subordinated Notes issued by IKB AG insert: [§ 2 STATUS [(1)] The obligations under the Notes constitute unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer, unless such obligations are given priority under mandatory provisions of statutory law. [In the case of Notes being issued through the Issuing Branch insert: (2) Notwithstanding that the Notes are being issued through the Issuing Branch, they constitute obligations of the Issuer as a whole and are the same as if the Issuer had issued the Notes through its head office in Düsseldorf.]] [§ 2 STATUS, GUARANTEE (1) Status. The obligations under the Notes constitute unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer, unless such obligations are given priority under mandatory provisions of statutory law. (2) Guarantee. IKB Deutsche Industriebank Aktiengesellschaft (the “Guarantor”) has given its unconditional and irrevocable guarantee (the “Guarantee”) for the due payment of principal of, and interest on, and any other amounts expressed to be payable under the Notes. The Guarantee constitutes a contract for the benefit of the Holders from time to time as third party beneficiaries in accordance with § 328(1) of the German Civil Code 1 , giving rise to the right of each Holder to require performance of the Guarantee directly from the Guarantor and to enforce the Guarantee directly against the Guarantor. Copies of the Guarantee may be obtained free of charge at the principal office of the Guarantor in Düsseldorf and at the specified office of the Fiscal Agent [in the case of Notes that are to be listed on the Luxembourg Stock Exchange insert: and at the specified office of the Paying Agent in Luxembourg, all] as set forth in § 6.] [§ 2 STATUS [(1)] The obligations under the Notes constitute unsecured and subordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other subordinated obligations of the Issuer. In the event of the dissolution, liquidation, insolvency, composition or other proceedings for the avoidance of insolvency of, or against, the Issuer, such obligations will be subordinated to the claims of all unsubordinated creditors of the Issuer so that in any such event no amounts shall be payable under such obligations until the claims of all unsubordinated creditors of the Issuer shall have been satisfied in full. No Holder may set off his claims arising under the Notes against any claims of the Issuer. No security of whatever kind is, or shall at any time be, provided by the Issuer or any other person securing rights of the Holders under such Notes. No subsequent agreement may limit the subordination pursuant to the provisions set out in this § 2 or amend the Maturity Date in respect of the Notes to any earlier date or shorten any applicable notice period (Kündigungsfrist). If the Notes are redeemed before the Maturity Date otherwise than in the circumstances described in this § 2 or as a result of an early redemption according to § 5(2) or repurchased by the Issuer otherwise than in accordance with the provisions of § 10(5a) sentence 6 German Banking Act (Kreditwesengesetz) 1 , then the amounts redeemed or paid must be returned to the Issuer irrespective of any agreement to the contrary unless the amounts paid have been replaced by other liable capital (haftendes Eigenkapital) of at least equal status within the meaning of the German Banking Act, or the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has consented to such redemption or repurchase.] 1 An English language translation of § 328(1) German Civil Code would read as follows: “A contract may stipulate performance for the benefit of a third party, to the effect that the third party acquires the right directly to demand performance.” 1 An English language translation of § 10(5a) sentence 6 German Banking Act (Kreditwesengesetz) would read as follows: “An institution may purchase securitised subordinated liabilities issued by itself up to three per cent of the total nominal amount of an issue, for market-smoothing purposes, or if it is thereby carrying out instructions to buy on a commission basis.” 39
Page 1 and 2: Information Memorandum IKB Deutsche
Page 3 and 4: In connection with the issue of any
Page 5 and 6: DOCUMENTS INCORPORATED BY REFERENCE
Page 7 and 8: necessary information relating to Y
Page 9 and 10: Redemption: The applicable Pricing
Page 11 and 12: ISSUE PROCEDURES IN RESPECT OF NOTE
Page 13 and 14: TERMS AND CONDITIONS OF THE NOTES G
Page 15 and 16: Im Falle von nicht nachrangigen Sch
Page 17 and 18: Im Falle von fest verzinslichen Sch
Page 19 and 20: Tausendstel Prozent, wobei 0,0005]
Page 21 and 22: [(�)] Zinstagequotient. „Zinsta
Page 23 and 24: Zinsen auf die Schuldverschreibunge
Page 25 and 26: Im Falle von Schuldverschreibungen
Page 27 and 28: Im Falle von Schuldverschreibungen,
Page 29 and 30: (a) die Emittentin Kapital oder Zin
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Page 33 and 34: TEIL II - ZUSATZ ZU DEN GRUNDBEDING
Page 35 and 36: (4) Bezugnahmen auf Kapital und Zin
Page 37: TERMS AND CONDITIONS OF THE NOTES E
Page 41 and 42: In the case of Fixed Rate Notes ins
Page 43 and 44: 11.00 a.m. ([London] [Brussels] tim
Page 45 and 46: In the case of Notes other than Zer
Page 47 and 48: If the Notes are subject to Early R
Page 49 and 50: If any Paying Agents are to be appo
Page 51 and 52: In the case of Senior Notes issued
Page 53 and 54: In the case of Subordinated Notes i
Page 55 and 56: If the Conditions shall be in the G
Page 57 and 58: If the Specified Currency is not eu
Page 59 and 60: USE OF PROCEEDS The net proceeds fr
Page 61 and 62: lich sind, damit die den Gläubiger
Page 63 and 64: Non-binding translation of the Form
Page 65 and 66: (9) On the basis of a copy of this
Page 67 and 68: oder aus dieser nachrangigen Garant
Page 69 and 70: Non-binding translation of the Form
Page 71 and 72: (4) This subordinated Guarantee sha
Page 73 and 74: [This Pricing Supplement is issued
Page 75 and 76: � TEFRA C** TEFRA C Permanent Glo
Page 77 and 78: Relevant Financial Centres Relevant
Page 79 and 80: � Index-Linked Redemption Amount
Page 81 and 82: Securities Identification Numbers W
Page 83 and 84: IKB AG General Information on IKB D
Page 85 and 86: assigned to one of five basic categ
Page 87 and 88: Auditors The auditors of IKB AG for
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Capitalisation of the IKB Group Fin
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Treasury Own Assets With a volume o
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IKB FINANCE Incorporation, Seat and
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Balance Sheet Data Fiscal Year Fisc
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TAXATION Germany The following is a
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Gift and Inheritance Tax No inherit
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The proposed directive shall be imp
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Terms used in the above paragraph h
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(iv) (for a syndicated issue of Not
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GENERAL INFORMATION Authorisation T
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Issuers IKB Deutsche Industriebank
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Realisation: Financial Printing Div
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IKB Deutsche Industriebank Aktiengesellschaft IKB FINANCE B.V.

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