DB Deutsche Bank Aktiengesellschaft

DESCRIPTION OF THE EXCHANGE NOTES

The following is a summary of certain terms of the Exchange Notes.

General

On or about May 18, 2017, which we refer to as the “Issue Date”, we, Deutsche Bank Aktiengesellschaft, expect to issue 4.25% fixed rate Eligible Liabilities Senior Notes, which we refer to as the “Exchange Notes”, due October 14, 2021, which we refer to as the “Maturity Date”, in an aggregate principal amount corresponding to the aggregate principal amount of our 4.25% Senior Notes due 2021 (CUSIP No. 251541AN8), which were issued on October 14, 2016 in an aggregate principal amount of $3,000,000,000 and on October 18, 2016 in an aggregate principal amount of $1,500,000,000 (together forming a single issue), which we refer to as the “Original Notes”, that are validly tendered and accepted by us in the Exchange Offer. We expect to issue the Exchange Notes under, and the Exchange Notes will be governed by, an eligible liabilities senior indenture (which we refer to as the “Indenture”) dated as of April 19, 2017 among us, The Bank of New York Mellon, as trustee (which we refer to as the “Trustee”), and Deutsche Bank Trust Company Americas, as paying agent, authenticating agent, issuing agent and registrar. The Exchange Notes will constitute a separate series of securities under the Indenture. We filed a form of the Indenture on April 19, 2017 as an exhibit to the registration statement of which this prospectus forms a part, and the final Indenture as an exhibit to our Current Report on Form 6-K filed on May 9, 2017, which is incorporated by reference herein, and you should read the Indenture for provisions that may be important to you. We have summarized below the material provisions of the Indenture and the Exchange Notes. These descriptions are only summaries and are qualified in their entirety by the Indenture. The terms of the Indenture include both those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, which we refer to as the “Trust Indenture Act”. The terms of the Exchange Notes have been set by an Officers’ Certificate dated April 19, 2017 and will also include those stated in the global notes in the form of which the Exchange Notes are expected to be issued. We filed a form of such global note on April 19, 2017 as an exhibit to the registration statement of which this prospectus forms a part, and you should read the form of global note for provisions that may be important to you.

The Indenture will be qualified under the Trust Indenture Act. Under the provisions of the Trust Indenture Act, if the same institution acts as trustee under the Indenture and under another indenture of ours, upon a default in any series of securities issued under either indenture, the trustee may be deemed to have a conflicting interest and may be required to resign and a successor trustee will be appointed. As of the date of this prospectus, The Bank of New York Mellon also acts as trustee under indentures relating to our trust preferred securities and our Additional Tier 1 securities.

Status

The Exchange Notes will be our direct, unconditional, unsecured and unsubordinated obligations and will rank on parity with the claims of all our other unsecured and unsubordinated creditors subject to any statutory priority regime under German law that provides certain claims will be satisfied first in a resolution or insolvency proceeding with respect to us. Under German law, the Exchange Notes will constitute non-preferred debt instruments within the meaning of Section 46f(6) sentence 1 of the German Banking Act ( Kreditwesengesetz ).

No Set-Off

No holder may set off its claims arising under the Exchange Notes against any claims of ours.

No Security

No security or guarantee shall be provided at any time securing claims of the holders under the Exchange Notes; any security or guarantee already provided or granted in the future in connection with other liabilities of ours may not be used for claims under the Exchange Notes.

Form, Ownership and Denomination of the Exchange Notes

We will issue the Exchange Notes in fully registered, global (i.e., book-entry) form. Book-entry interests in the Exchange Notes will be issued in minimum denominations of $1,000 and in integral multiples thereof. The Exchange Notes will be represented by global notes registered in the name of The Depository Trust Company, which we refer to as the “Depositary”, or its nominee, which will be the sole registered owner and the holder of all the Exchange Notes represented by the global notes.

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An investor therefore will not be a holder of the Exchange Note, but will own only beneficial interests in a global note, which are held by means of an account with a broker, bank or other financial institution that in turn has an account as a “participant” in the Depositary or with another institution that does. The Depositary maintains a computerized, book-entry system that will reflect the interests in the global notes held by participants in its book-entry system. An investor’s beneficial interest in the global notes will, in turn, be reflected only in the records of the Depositary’s direct or indirect participants though an account maintained by the investor with such participant.

The Issuer expects to deliver the Exchange Notes through the facilities of the Depositary on or about May 18, 2017. For a more detailed summary of the form of the Exchange Notes and settlement and clearance arrangements, please see “ Book-Entry, Delivery and Form of Securities ” in this prospectus. Indirect holders trading their beneficial interests in the Exchange Notes through the Depositary must trade in the Depositary’s same-day funds settlement system and pay in immediately available funds. Secondary market trading will occur in the ordinary way following the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear.

Except in the limited circumstances set forth under “ Book-Entry, Delivery and Form of Securities — Form of Securities — Global Securities — Discontinuance of Any Depositary ” in this prospectus, you may not exchange registered global notes or interests in registered global notes for a certificate issued to you in definitive form (a “certificated note”). A further description of the Depositary’s procedures for global notes representing book-entry notes is set forth under “ Book-Entry, Delivery and Form of Securities — Clearing, Delivery and Settlement — The Depositary ” and “ Book-Entry, Delivery and Form of Securities — Form of Securities — Global Securities ” in this prospectus.

Legal Ownership. The person or entity in whose name the Exchange Notes are registered will be considered the holder and legal owner of the Exchange Notes. Our obligations under the Indenture, as well as the obligations of the Trustee and those of any third parties employed by us or the Trustee, run only to the registered holders of the Exchange Notes. We do not have obligations to investors who own beneficial interests in global notes, in street name or by any other indirect means. For example, once we make a payment or give a notice to the registered holder, we have no further responsibility for that payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders (e.g., owners of beneficial interests), but does not do so. Similarly, if we need to ask the holders of the Exchange Notes to vote on a proposed amendment to the Exchange Notes, we would seek approval only from the registered holders, and not the indirect holders, of the Exchange Notes.

Special Considerations for Indirect Holders. If you hold Exchange Notes through a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your own institution to find out:

Payments on the Exchange Securities

The Exchange Notes will bear interest from (and including) April 14, 2017 to (but excluding) the Maturity Date at a rate of 4.25% per year. Interest will be payable semi-annually in arrears on April 14 and October 14 of each year, which we refer to in each case as an “Interest Payment Date”, commencing on October 14, 2017. Interest on the Exchange Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the Exchange Notes will accrue from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from and including April 14, 2017. Interest will accrue to but excluding the next Interest Payment Date or, the date the amount due with respect to the principal has been paid or duly made available for payment, except as described in the paragraph below.

If any scheduled Interest Payment Date is not a Business Day, we will pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the

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scheduled Interest Payment Date. If the scheduled Maturity Date is not a Business Day, we may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date.

The “record date” for any interest payment date is (a) in the case of global notes, the date that is one New York Banking Day immediately preceding the relevant date of payment in respect of such interest payment date and (b) in the case of certificated notes, the close of business on the 15 ^th  calendar day (whether or not such 15 ^th day is a New York Banking Day) before such interest payment date. However, upon maturity, the paying agent will pay any interest due to the holder to whom it pays the principal of the Exchange Note.

For the purposes of the Exchange Notes, (a) “Business Day” means a day (other than Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in New York and on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) System is open and settles payments, and (b) “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in New York City or a day on which banking institutions in New York City are authorized or required by law or executive order to close.

Payment of principal of, interest on and other amounts owing under the Exchange Notes, so long as the Exchange Notes are represented by global notes, will be made to the account of the Depositary, as holder of the global notes, by wire transfer of immediately available funds. We expect that the Depositary, upon receipt of any payment, will immediately credit its participants’ accounts in amounts proportionate to their respective beneficial interests in the global notes as shown on the records of the Depositary. We also expect that payments by the Depositary’s participants to owners of beneficial interests in the global notes will be governed by standing customer instructions and customary practices and will be the responsibility of those participants.

Interest and Principal Payments

Paying Agent . We have appointed Deutsche Bank Trust Company Americas, 60 Wall Street, New York, NY 10005 as our current paying agent for the Exchange Notes. We may appoint one or more financial institutions to act as our paying agents at whose designated offices Exchange Notes in certificated (i.e., definitive) form may be surrendered for payment at their maturity. We may add, replace or terminate paying agents from time to time. We may also choose to act as our own paying agent. We will notify you of changes in the paying agents.

Payments of Interest. The paying agent will pay interest, if any, to the person in whose name the Exchange Note is registered at the close of business on the applicable record date. However, upon maturity, the paying agent will pay any interest due to the person to whom it pays the principal of the Exchange Note. The paying agent will make the payment of interest on the Maturity Date, whether or not that date is an Interest Payment Date. The paying agent will make the initial interest payment on an Exchange Note on the first Interest Payment Date falling after the Issue Date.

Book-entry and other indirect owners should consult their banks or brokers for information on how they will receive payments on their Exchange Notes.

Payments on Global Notes. The paying agent will make payments of principal, premium, if any, and interest, if any, to the account of the Depositary, as holder of the global notes, by wire transfer of immediately available funds. We expect that the Depositary, upon receipt of any payment, will immediately credit its participants’ accounts in amounts proportionate to their respective beneficial interests in the global notes as shown on the records of the Depositary. We also expect that payments by the Depositary’s participants to owners of beneficial interests in the global notes will be governed by standing customer instructions and customary practices and will be the responsibility of those participants.

Payments on Certificated Notes. The paying agent will make payments on certificated notes as follows:

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Resolution Measures

By acquiring the Exchange Notes, you will be bound by and will be deemed to consent to the imposition of any Resolution Measure, as defined under “ Resolution Measures ” of this prospectus, by our competent resolution authority. As a result, you would have no claim or other right against us arising out of any Resolution Measure. See “ Resolution Measures ” in this prospectus. In addition, by your acquisition of Exchange Notes, you waive, to the fullest extent permitted by the Trust Indenture Act and applicable law, any and all claims against the Trustee or the agents under the Indenture, as defined below, for, agree not to initiate a suit against the Trustee or paying agent in respect of, and agree that the Trustee or paying agent will not be liable for, any action that that trustee or paying agent takes, or abstains from taking, in either case in accordance with the imposition of a Resolution Measure by our competent resolution authority with respect to the Exchange Notes. Accordingly, you may have limited or circumscribed rights to challenge any decision of our competent resolution authority to impose any Resolution Measure. For more information, please see the sections “ Resolution Measures ” and “ Risk Factors ” in this prospectus.

Payment of Additional Amounts

All amounts payable in respect of the Exchange Notes will be made without deduction or withholding for or on account of any present or future taxes, duties or governmental charges of any nature whatsoever imposed or levied by way of deduction or withholding by or on behalf of the Federal Republic of Germany or any political subdivision or any authority thereof or therein having power to tax (“Withholding Taxes”), unless such deduction or withholding is required by law.

In such event, we will, to the fullest extent permitted by law, pay such additional amounts of principal and interest (which we refer to as “Additional Amounts”) as will be necessary in order that the net amounts received by the holders, after such withholding or deduction, will equal the respective amounts which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes, duties or governmental charges which:

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“Relevant Date” means the date on which the payment first becomes due but, if the full amount payable has not been received by the paying agent on or before the due date, it means the date on which, the full amount having been so received.

Moreover, all amounts payable in respect of the Exchange Notes will be made subject to compliance with Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), any regulations or other official guidance thereunder, official interpretations thereof, or any applicable agreement described in Section 1471(b) of the Code or any intergovernmental agreement entered into in connection therewith (including any agreement, law, regulation or other official guidance implementing such agreement). We will have no obligation to pay additional amounts or otherwise indemnify you in connection with any such compliance with the Code (collectively, the “Foreign Account Tax Compliance Act” or “FATCA”).

Registration and Transfer

So long as the Exchange Notes are in global form, only the Depositary will be entitled to transfer and exchange the Exchange Note as described in this subsection, because it will be the only holder of the Exchange Notes. Global notes may be transferred and exchanged only in the manner and to the extent set forth under “ Book-Entry, Delivery and Form of Securities — Form of Securities — Global Securities — Discontinuance of Any Depositary ” in this prospectus. In the limited circumstances under which certificated (i.e., definitive) notes are issued, certificated notes may be registered or transferred at the office of Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New York, 10005, as our current transfer agent for the transfer and exchange of the Exchange Notes.

Charges. No service charge will be made for any registration or transfer or exchange of Exchange Notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the registration of transfer or exchange of Exchange Notes.

Impact of Significant Corporate Actions and Other Developments

Under German law, a surviving corporation in a merger or consolidation generally assumes the obligations of its predecessors. There are, however, no covenants in the Indenture or other provisions designed to protect holders of the Exchange Notes against a reduction in the creditworthiness of Deutsche Bank AG that would afford holders of Exchange Notes additional protection in the event of a recapitalization transaction, a change of control of us, a merger or consolidation, a sale, lease or conveyance of all or substantially all of our assets or a highly leveraged transaction or any other transaction that might adversely affect holders of the Exchange Notes.

It may be that Deutsche Bank AG will depend increasingly upon the earnings and cash flow of its subsidiaries to meet its obligations under the Exchange Notes. Since the creditors of any of its subsidiaries would generally have a right to receive payment that is superior to Deutsche Bank AG’s right to receive payment from the assets of that subsidiary, holders of Exchange Notes will be effectively subordinated to creditors of Deutsche Bank AG’s subsidiaries. In addition, there are various regulatory requirements applicable to some of Deutsche Bank AG’s subsidiaries that limit their ability to pay dividends and make loans and advances to Deutsche Bank AG.

Redemption

The Exchange Notes will be redeemed on the Maturity Date. There are no early redemption provisions in respect of the Exchange Notes.

Events of Default; Default

Event of Default. An “Event of Default” with respect to the Exchange Notes means the opening of insolvency proceedings against us by a German court having jurisdiction over us. There are no other events of default under the Exchange Notes.

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If an Event of Default occurs and is continuing, the Trustee or the holder or holders of not less the 33  ¹ / ₃ % in aggregate principal amount of all outstanding notes issued under the Indenture, voting as one class, by notice writing to us, may declare the principal amount of the Exchange Notes and interest accrued thereon, if any, to be due and payable immediately in accordance with the terms of the Indenture.

Upon the occurrence of any Event of Default or any default in the payment of principal of, interest on, or other amounts owing under the Exchange Notes, we will give prompt written notice to the Trustee. In accordance with the Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the holders of the Exchange Notes whether in connection with any breach by us of our obligations under the Exchange Notes, the Indenture or otherwise, by such judicial proceedings as the Trustee will deem most effective.

No Acceleration of Exchange Notes Upon Any Other Default.

There is no right of acceleration in the case of a default in the payment of principal of, or interest on, or other amounts owing under the Exchange Notes or default in our performance of any other covenant under the Exchange Notes or the Indenture.

No Negative Pledge. The Indenture does not contain any restrictions preventing us from incurring additional debt or from securing any of our debt by a pledge, lien or other encumbrance on any of our assets.

Waiver of Defaults . The Indenture provides that the holders of a majority in aggregate principal amount of all series of outstanding securities under the Indenture, voting as one class, may on behalf of the holders of all such securities, including the Exchange Notes, waive any past Event of Default or default and its consequences, except a default in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the holder of each security affected.

Indemnification of Trustee for Actions Taken on Your Behalf . The Indenture provides that the Trustee will not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of securities issued under the Indenture relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee. In addition, the Indenture contains a provision entitling the Trustee, subject to the duty of the Trustee to act with the required standard of care during a default, to be indemnified by the holders of the securities issued under the Indenture before proceeding to exercise any right or power at the request of holders. Subject to these provisions and some other limitations, the holders of a majority in aggregate principal amount of each affected series of outstanding securities, voting as one class, may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee.

Limitation on Actions by You as an Individual Holder . The Indenture provides that no individual holder of securities may institute any action against us under the Indenture, except actions for payment of overdue principal and interest at maturity, unless the following actions have occurred:

The Indenture contains a covenant that we will file annually with the Trustee a certificate of no default or a certificate specifying any default that exists.

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Further Issues

We may, from time to time, without the consent of the holders of the Exchange Notes, issue additional notes under the Indenture having the same ranking and same interest rate, Maturity Date and other terms as the Exchange Notes described in this prospectus except for the price to the public and issue date. Any such additional notes, together with the Exchange Notes offered by this prospectus, may constitute a single series of securities under the Indenture, provided that if such additional notes have the same CUSIP, ISIN or other identifying number as the outstanding Exchange Notes, such additional notes must either (i) be issued with no more than a de minimis amount of original issue discount for U.S. federal income tax purposes or (ii) be otherwise issued in a qualified reopening for U.S. federal income tax purposes. There is no limitation on the amount of notes or other securities that we may issue under the Indenture.

Replacement of Exchange Notes

At the expense of the holder, we may, in our discretion, replace any Exchange Notes that become mutilated, destroyed, lost or stolen or are apparently destroyed, lost or stolen. The mutilated Exchange Notes must be delivered to the Trustee, the paying agent and the registrar or satisfactory evidence of the destruction, loss or theft of the Exchange Notes must be delivered to us, the paying agent, the registrar and the Trustee. At the expense of the holder, an indemnity that is satisfactory to us, the principal paying agent, the registrar, in the case of registered Exchange Notes, and the Trustee may be required before a replacement Exchange Note will be issued.

Discharge of Indenture

We may discharge all of our obligations, other than as to transfers and exchanges, after we have:

Modification of Indenture

Modification without Consent of Holders . We and the Trustee may enter into supplemental indentures without the consent of the holders of securities, including the Exchange Notes, issued under the Indenture to:

in each case, as permitted by relevant laws and regulations and subject to approval by the competent supervisory or resolution authority, as applicable.

Modification Requiring Consent of Each Holder . Neither we nor the Trustee may make any of the following changes to any outstanding security, including any Exchange Note, without the consent of each holder that would be affected by such change:

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However, no such change shall be entered into, unless it is permitted by relevant laws and regulations and, if applicable, approved by the competent supervisory or resolution authority

Modification with Consent of Holders of a Majority . We and the Trustee may make any other change to the Indenture and to the rights of the holders of the securities issued thereunder, including the Exchange Notes, if we obtain the consent of the holders of not less than a majority in aggregate principal amount of all affected series of outstanding securities issued thereunder, voting as one class.

Concerning Our Relationship with the Trustee

We and our subsidiaries maintain ordinary banking relationships and custodial facilities with the Trustee and affiliates of the Trustee.

Notices

Notices to be given to holders of Exchange Notes represented by a global note will be given only to the Depositary, as the registered holder, in accordance with its applicable policies as in effect from time to time. We expect that any such notices will be passed on by the Depositary to the beneficial owners of interests in the Exchange Notes in accordance with the standard rules and procedures of the Depositary and its direct and indirect participants, including Clearstream, Luxembourg and the Euroclear operator. Notices to be given in respect of Exchange Notes held in street name will be given only to the bank, broker or other financial institution in whose name the Exchange Notes are registered, and not the owner of any beneficial interests. Notices to be given to holders of certificated (i.e., definitive) Exchange Notes will be sent by mail to the respective addresses of the holders as they appear in the note register, and will be deemed given when mailed.

Governing Law

The Exchange Notes and the Indenture will be governed by and construed in accordance with the laws of the State of New York, except as may be otherwise required by mandatory provisions of law and except with respect to the provisions relating to the ranking of the securities issued under the Indenture (including the Exchange Notes) and their status under Section 46f(6) sentence 1 of the German Banking Act ( Kreditwesengesetz ), which shall be governed by and construed in accordance with the laws of the Federal Republic of Germany.

Listing

The Exchange Notes are not expected to be listed on any securities exchange.

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RESOLUTION MEASURES

References to “you” in this “Resolution Measures” section means the holders of the Exchange Notes (including the beneficial owners). “Beneficial owner” means (i) if the Exchange Notes are in global form, the beneficial owners of the Exchange Notes (and any interest therein) and (ii) if the Exchange Notes are in definitive form, the holders in whose name the Exchange Notes are registered in the security register and any beneficial owners holding an interest in the Exchange Notes in definitive form.

Under the relevant resolution laws and regulations as applicable to us from time to time, the Exchange Notes may be subject to the powers exercised by the competent resolution authority to:

We refer to each of these measures as a “Resolution Measure.” When we refer to a “group entity,” we mean an entity that is included in the corporate group subject to a Resolution Measure, and when we refer to a “bridge bank,” we mean a newly chartered German bank that would receive some or all of our equity securities, assets, liabilities and material contracts, including those attributable to our branches and subsidiaries, in the event of the imposition of Resolution Measures. Resolution Measures include, among others, the measures generally referred to within the meaning of the “bail-in tool” under the Bank Recovery and Resolution Directive.

In connection with the application of the order of priority introduced by the Resolution Mechanism Act, the competent regulatory authority or court would determine whether the Exchange Notes are Structured Debt Securities or Non-Structured Debt Securities. In a German insolvency proceeding or in the event of the imposition of Resolution Measures with respect to the Issuer, Structured Debt Securities and warrants are expected to be among the unsecured unsubordinated obligations that would bear losses after the Non-Structured Debt Securities. For more information on the Resolution Mechanism Act, please see “ Description of the Exchange Notes .”

For the avoidance of doubt, any non-payment by us arising out of any such Resolution Measure will not constitute a failure by us under the terms of the Exchange Notes, or under the Indenture, to make a payment of principal of, interest on or other amounts owing under the Exchange Notes.

Pursuant to the Indenture, the holders of Exchange Notes will be bound by and will be deemed to consent to the imposition of any Resolution Measure by the competent resolution authority.

Deemed Agreement to Resolution Measures

By your acquisition of the Exchange Notes, you will be deemed irrevocably to have agreed, and you will agree:

By your acquisition of the Exchange Notes, you will be deemed irrevocably to have (i) consented to the imposition of any Resolution Measure as it may be imposed without any prior notice by the competent resolution authority of its decision to exercise such power with respect to the Exchange

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Notes, (ii) authorized, directed and requested DTC (in its capacity as the depositary, the “Depositary”) and any direct participant in the Depositary or other intermediary through which you hold the Exchange Notes to take any and all necessary action, if required, to implement the imposition of any Resolution Measure with respect to the Exchange Notes as it may be imposed, without any further action or direction on your part or on the part of the Trustee or the Exchange Note Agents, and (iii) acknowledged and accepted that the Resolution Measure provisions described in this “ Resolution Measures ” section are exhaustive on the matters described herein to the exclusion of any other agreements, arrangements or understandings between you and the Issuer relating to the terms and conditions of the Exchange Notes.

Resolution Measures Applicable to the Exchange Notes

By acquiring the Exchange Notes, you will be bound by and will be deemed irrevocably to consent to the imposition of any Resolution Measure by the competent resolution authority.

The terms and conditions of the Exchange Notes will continue to apply in relation to the residual principal amount of, or outstanding amount payable in respect of, the Exchange Notes, subject to any modification of the amount of interest payable, if any, to reflect the reduction of the principal amount, and any further amendment, modification or variation of the terms and conditions of the Exchange Notes that the competent resolution authority may decide in accordance with applicable laws and regulations relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in Germany.

No repayment of any then-current principal amount of the Exchange Notes or payment of interest or any other amount thereon (to the extent of the portion thereof affected by the imposition of a Resolution Measure) will become due and payable after the imposition of any Resolution Measure by the competent resolution authority, unless such repayment or payment would be permitted to be made by us under the laws and regulations of Germany then applicable to us.

By your acquisition of the Exchange Notes, you waive, to the fullest extent permitted by the Trust Indenture Act and applicable law, any and all claims against the Trustee and the Exchange Note Agents for, agree not to initiate a suit against the Trustee or the Exchange Note Agents in respect of, and agree that the Trustee and Exchange Note Agents will not be liable for, any action that the Trustee or the Exchange Note Agents take, or abstain from taking, in either case in accordance with the imposition of a Resolution Measure by the competent resolution authority with respect to the Exchange Notes.

Upon the imposition of a Resolution Measure by the competent resolution authority with respect to the Exchange Notes, we will provide a written notice directly to the holders in accordance with the Indenture as soon as practicable regarding such imposition of a Resolution Measure by the competent resolution authority for purposes of notifying holders of such occurrence. We will also deliver a copy of such notice to the Trustee and the Exchange Note Agents for information purposes, and the Trustee and the Exchange Note Agents will be entitled to rely, and will not be liable for relying, on the competent resolution authority and the Resolution Measure identified in such notice. Any delay or failure by us to give notice will not affect the validity or enforceability of any Resolution Measure nor the effects thereof on the Exchange Notes.

Upon the imposition of any Resolution Measure by the competent resolution authority, the Trustee will not be required to take any further directions from holders of the Exchange Notes under Section 5.09 of the Indenture, which section authorizes holders of a majority in aggregate principal amount of the Exchange Notes at the time outstanding to direct certain actions relating to the Exchange Notes, and if any such direction was previously given under Section 5.09 of the Indenture to the Trustee by the holders, it will automatically cease to be effective, be null and void and have no further effect.

The Indenture imposes no duties, obligations or liabilities upon the Trustee or the Exchange Note Agents whatsoever with respect to the imposition of any Resolution Measure by the competent resolution authority and the Trustee and the Exchange Note Agents will be fully protected in acting or refraining from acting in accordance with a Resolution Measure. Notwithstanding the foregoing, if, following the completion of the imposition of a Resolution Measure by the competent resolution authority, the Exchange Notes remain outstanding (for example, if the imposition of a Resolution Measure results in only a partial write-down of the principal of the Exchange Notes), then the Trustee’s and the Exchange Note Agents’ duties under the Indenture will remain applicable with

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respect to the Exchange Notes following such completion to the extent that we, the Trustee and the Exchange Note Agents agree pursuant to a supplemental indenture, unless we, the Trustee and the Exchange Note Agents agree that a supplemental indenture is not necessary.

If the competent resolution authority imposes a Resolution Measure with respect to less than the total outstanding principal amount of the Exchange Notes, unless the Trustee or the Exchange Note Agents are otherwise instructed by us or the competent resolution authority, any cancellation, write-off or conversion into equity made in respect of the Exchange Notes pursuant to the Resolution Measure will be made on a substantially pro rata basis among the Exchange Notes.

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BOOK-ENTRY, DELIVERY AND FORM OF SECURITIES

Form of Securities

Each Exchange Note will be represented either by:

Both global securities and certificated securities in definitive form will be issued in registered form, where our obligation runs to the holder of the security named on the face of the security.

The Exchange Notes will initially be issued in fully registered, global (i.e., book-entry) form. Except in the limited circumstances set forth under “ —  Global Securities — Discontinuance of Any Depositary ” below, registered global securities or interests in registered global securities will not be exchanged for certificates in definitive form.

Legal Ownership

Global Securities . Global securities will name the Depositary or its nominee as the owner of the Exchange Notes represented by these global securities. Investors in global securities can own only beneficial interests in such securities. The Depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below under “ —  Global Securities .”

Definitive Securities . Definitive securities will name you or your nominee as the owner of the Exchange Note. In order to transfer or exchange these securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the Trustee, registrar, paying agent or other agent, as applicable.

Our Obligations Are to Legal Owners Only . Our obligations, as well as the obligations of the Trustee under the Indenture, and the obligations, if any, of any agents of ours or any agents of the Trustee run only to the persons or entities named as holders of the Exchange Notes in the relevant security register.

Upon making a payment or giving a notice to the holder as required by the terms of the Exchange Note, we will have no further responsibility for that payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect owners of beneficial interests in that security but does not do so. Similarly, if we want to obtain the approval or consent of the holders of any Exchange Notes for any purpose, we would seek the approval only from the holders, and not the indirect owners, of the Exchange Notes. Whether and how the holders contact the indirect owners would be governed by the agreements between such holders and the indirect owners.

Global Securities

Registered Global Securities . We plan to issue the Exchange Notes in the form of one or more fully registered global securities that will be deposited with the Depositary or its nominee and registered in the name of the Depositary or its nominee. One or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal amount of the Exchange Notes to be represented by registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the Depositary for the registered global security, the nominees of the Depositary or any successors of the Depositary or those nominees.

Ownership of beneficial interests in a registered global security will be limited to persons, called “participants,” who have accounts with the Depositary or persons who may hold interests through participants. Upon the issuance of a registered global security, the Depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal amounts of the securities beneficially owned by the participants. Any dealers, underwriters or selling

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agents participating in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.

So long as the Depositary, or its nominee, is the registered owner of a registered global security, the Depositary or its nominee, as the case may be, will be considered the sole owner or holder of the Exchange Notes represented by the registered global security for all purposes under the Indenture. Except as described below, owners of beneficial interests in a registered global security will not be entitled to have the Exchange Notes represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities under the Indenture. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the Depositary for that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the Indenture. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the Indenture, the Depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.

Payments of principal of, and premium (if any) and interest (if any) on, the Exchange Notes represented by a registered global security registered in the name of the Depositary or its nominee, will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered global security. Neither we, nor the Trustee, nor any agent of ours or agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

We expect that the Depositary for any of the securities represented by a registered global security, upon receipt of any payment of interest, principal or other payment to holders on that registered global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records of the Depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers registered in “street name,” and will be the responsibility of those participants, not us.

Discontinuance of Any Depositary . If the Depositary for the Exchange Notes represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue Exchange Notes in definitive form in exchange for the registered global security that had been held by the Depositary. In addition, we may at any time request the withdrawal from the Depositary of any of the Exchange Notes represented by one or more registered global securities. Upon receipt of such request, the Depositary will issue a notice to its participants of our request, and will process any withdrawal requests submitted by those participants in accordance with its procedures. If participants request withdrawal following our request, we will issue Exchange Notes in definitive form in exchange for that portion of the registered global security or securities representing the Exchange Notes held by participants requesting such withdrawal. Any securities issued in definitive form in exchange for a registered global security will be registered in the name or names that the Depositary gives to the Trustee or other relevant agent of ours or the Trustee. It is expected that the Depositary’s instructions will be based upon directions received by the Depositary from participants with respect to ownership of beneficial interests in the registered global security that had been held by the Depositary.

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Delivery, Clearing and Settlement

The Exchange Notes will be issued in the form of one or more fully registered global notes which will be deposited with, or on behalf of, the Depositary and registered in the name of Cede & Co., the Depositary’s nominee. Beneficial interests in the registered global notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in the Depositary. Investors may elect to hold interests in the registered global notes held by the Depositary through Clearstream, Luxembourg or the Euroclear operator if they are participants in those systems, or indirectly through organizations which are participants in those systems. Clearstream, Luxembourg and the Euroclear operator will hold interests on behalf of their participants through customers’ securities accounts in Clearstream, Luxembourg’s and the Euroclear operator’s names on the books of their respective U.S. depositaries, which in turn will hold such interests in the registered global notes in customers’ securities accounts in the U.S. depositaries’ names on the books of the Depositary. Citibank N.A. will act as depositary for Clearstream, Luxembourg and JPMorgan Chase Bank, N.A. will act as depositary for the Euroclear operator. We refer to each of Citibank, N.A. and JPMorgan Chase Bank, N.A., acting in this depositary capacity, as the “U.S. depositary” for the relevant clearing system. Except as set forth below, the registered global notes may be transferred, in whole but not in part, only to the Depositary, another nominee of the Depositary or to a successor of the Depositary or its nominee.

The Depositary

The Depository Trust Company, New York, New York will be designated as the depositary for any registered global note. Each registered global note will be registered in the name of Cede & Co., the Depositary’s nominee.

What Is the Depositary? The Depositary is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. The Depositary holds and provides asset servicing for securities deposited with it by its direct participants. The Depositary also facilitates the post-trade settlement of transactions among its direct participants in those securities through electronic computerized book-entry changes in participants’ accounts, eliminating the need for physical movement of securities certificates. The Depositary’s direct participants include both U.S. and non-U.S. securities brokers and dealers, including the agents, banks, trust companies, clearing corporations and other organizations, some of whom and/or their representatives own the Depositary. Access to the Depositary’s book-entry system is also available to others, including both U.S. and non-U.S. brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to the Depositary and its participants are on file with the SEC.

Beneficial Ownership Interests and the Depositary’s Book-Entry System. Purchases of the Exchange Notes under the Depositary’s system must be made by or through its direct participants, which will receive a credit for the Exchange Notes on the Depositary’s records. The ownership interest of each actual purchaser of each Exchange Note (the “beneficial owner”) is in turn to be recorded on the records of direct and indirect participants. Beneficial owners will not receive written confirmation from the Depositary of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participants through which the beneficial owner entered into the transaction. Transfers of ownership interests in the Exchange Notes are to be made by entries on the books of direct and indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in Exchange Notes, except in the event that use of the book-entry system for the Exchange Notes is discontinued.

To facilitate subsequent transfers, all Exchange Notes deposited with the Depositary are registered in the name of Cede & Co., or such other name as may be requested by the Depositary. The deposit of Exchange Notes with the Depositary and their registration in the name of Cede & Co. or such other nominee of the Depositary do not effect any change in beneficial ownership. The Depositary has no knowledge of the actual beneficial owners of the Exchange Notes; the Depositary’s records reflect only the identity of the direct participants to whose accounts the Exchange Notes are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.

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Notices and Communications. Conveyance of notices and other communications by the Depositary to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Voting. Neither the Depositary nor Cede & Co. (nor such other nominee of the Depositary) will consent or vote with respect to the Exchange Notes unless authorized by a direct participant in accordance with the Depositary’s procedures. Under its usual procedures, the Depositary mails an omnibus proxy to us as soon as possible after the applicable record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those direct participants identified in a listing attached to the omnibus proxy to whose accounts the Exchange Notes are credited on the record date.

Payments. Redemption proceeds, distributions and other payments on the Exchange Notes will be made to Cede & Co. or such other nominee as may be requested by the Depositary. The Depositary’s practice is to credit direct participants’ accounts upon the Depositary’s receipt of funds or other property and corresponding detail information from us or any agent of ours, on the date payable in accordance with their respective holdings shown on the Depositary’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices and will be the responsibility of such participant and not of the Depositary or its nominee, the Trustee, any agent of ours, or us, subject to any statutory or regulatory requirements that may be in effect from time to time. Payments of redemption proceeds, distributions and other payments to Cede & Co. or such other nominee as may be requested by the Depositary are our responsibility or the responsibility of any paying agent of ours, disbursement of such payments to direct participants will be the responsibility of the Depositary and disbursement of such payments to the beneficial owners will be the responsibility of direct and indirect participants.

Discontinuance of the Depositary. The Depositary may discontinue providing its services as depositary with respect to the Exchange Notes at any time by giving reasonable notice to us or our agent. Under such circumstances, in the event that a successor depositary is not obtained by us within 90 days, security certificates are required to be printed and delivered. See “ —  Form of Securities — Global Securities — Discontinuance of Any Depositary ” above.

We may decide to discontinue use of the system of book-entry transfers through the Depositary or any successor depositary. In that event, security certificates will be printed and delivered. See “ —  Form of Securities — Global Securities ” above.

According to the Depositary, the foregoing information relating to the Depositary has been provided to the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind. The information in this section concerning the Depositary and its book-entry system has been obtained from sources we believe to be reliable, but we have not independently verified the accuracy thereof. The Depositary may change or discontinue the foregoing procedures at any time. See “Book-Entry, Delivery and Form of Securities — Form of Securities” in this prospectus for additional information about the form of notes.

Clearstream, Luxembourg and Euroclear

Clearstream, Luxembourg has advised us that it is incorporated under the laws of Luxembourg as a société anonyme and is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream, Luxembourg is owned by Deutsche Börse AG, a publicly traded company. Clearstream, Luxembourg holds securities for its participating customers, “Clearstream, Luxembourg customers,” and facilitates the clearance and settlement of securities transactions between Clearstream, Luxembourg customers through electronic book-entry transfers between their accounts, thereby eliminating the need for physical movement of securities. Clearstream, Luxembourg provides other services to Clearstream, Luxembourg customers, including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream, Luxembourg interfaces with domestic securities markets in many countries through established depository and custodial relationships. Clearstream, Luxembourg customers include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include professional financial intermediaries. Clearstream, Luxembourg’s U.S. participating customers are limited to securities brokers, dealers and banks. Indirect access to Clearstream, Luxembourg is also available to other institutions such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream, Luxembourg customer. Clearstream, Luxembourg is an

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indirect participant in the Depositary. Clearstream, Luxembourg has established an electronic bridge with the Euroclear operator to facilitate settlement of trades between Clearstream, Luxembourg and the Euroclear operator.

Distributions with respect to the Exchange Notes held through Clearstream, Luxembourg will be credited to cash accounts of Clearstream, Luxembourg customers in accordance with its rules and procedures, to the extent received by the U.S. depositary for Clearstream, Luxembourg.

The Euroclear operator has advised us that the Euroclear System was created in 1968 to hold securities for its participants, “Euroclear participants,” and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of securities. The Euroclear System is operated by Euroclear Bank SA/NV (the Euroclear operator), under contract with Euroclear plc, a U.K. corporation. The Euroclear operator conducts all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator, not Euroclear plc. Euroclear plc establishes policies for the Euroclear operator on behalf of Euroclear participants. The Euroclear operator is a bank incorporated under the laws of the Kingdom of Belgium. The Euroclear operator is regulated and examined by the Belgian Banking and Finance Commission and the National Bank of Belgium.

The Euroclear operator holds securities and book-entry interests in securities for participating organizations and facilitates the clearance and settlement of securities transactions between Euroclear participants and between Euroclear participants and participants of certain other securities intermediaries through electronic book-entry changes in accounts of such participants or other securities intermediaries. Euroclear participants include securities brokers and dealers, banks (including central banks), trust companies and clearing corporations and other professional financial intermediaries. Indirect access to Euroclear is also available to other institutions such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Euroclear participant. Euroclear is an indirect participant in the Depositary.

The Euroclear operator provides Euroclear participants with, among other things, safekeeping, administration, clearance and settlement, securities lending and borrowing and related services.

Non-participants of Euroclear may acquire, hold and transfer book-entry interests in notes through accounts with a direct participant of Euroclear or any other securities intermediary that holds a book-entry interest in the notes through one or more securities intermediaries standing between such other securities intermediary and the Euroclear operator.

Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law, collectively, the “terms and conditions.” The terms and conditions govern transfers of securities and cash within the Euroclear System, withdrawals of securities and cash from the Euroclear System and receipts of payments with respect to securities in the Euroclear System. All securities in the Euroclear System are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts under the terms and conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear participants.

Distributions with respect to the Exchange Notes held beneficially through the Euroclear System will be credited to the cash accounts of Euroclear participants in accordance with the terms and conditions, to the extent received by the U.S. depositary for the Euroclear operator.

Although the Euroclear operator has agreed to the procedures provided below in order to facilitate transfers of securities among Euroclear participants and between Euroclear participants and participants of other intermediaries, it is under no obligation to perform or continue to perform in accordance with such procedures, and such procedures may be modified or discontinued at any time.

Investors electing to acquire securities through an account with the Euroclear operator or some other securities intermediary must follow the settlement procedures of such an intermediary with respect to the settlement of new issues of securities. Investors electing to acquire, hold or transfer securities through an account with the Euroclear operator or some other securities intermediary must follow the settlement procedures of such an intermediary with respect to the settlement of secondary market transactions of such securities.

Investors who are Euroclear participants may acquire, hold or transfer interests in securities by book-entry to accounts with the Euroclear operator. Investors who are not Euroclear participants may

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acquire, hold or transfer interests in securities by book-entry to accounts with a securities intermediary who holds a book-entry interest in these securities through accounts with Euroclear.

The Euroclear operator further advises that investors that acquire, hold and transfer interests in securities by book-entry through accounts with the Euroclear operator or any other securities intermediary are subject to the laws and contractual provisions governing their relationship with their intermediary, as well as the laws and contractual provisions governing the relationship between their intermediary and each other intermediary, if any, standing between themselves and the securities.

The Euroclear operator further advises that, under Belgian law, investors that are credited with securities on the records of the Euroclear operator have a co-property right in the fungible pool of interests in securities on deposit with the Euroclear operator in an amount equal to the amount of interests in securities credited to their accounts. In the event of the insolvency of the Euroclear operator, Euroclear participants would have a right under Belgian law to the return of the amount and type of interests in securities credited to their accounts with the Euroclear operator. If the Euroclear operator does not have a sufficient amount of interests in securities on deposit of a particular type to cover the claims of all participants credited with interests in securities of that type on the Euroclear operator’s records, all participants having an amount of interests in securities of that type credited to their accounts with the Euroclear operator will have the right under Belgian law to the return of their pro rata share of the amount of interests in securities actually on deposit.

Under Belgian law, the Euroclear operator is required to pass on the benefits of ownership in any interests in securities on deposit with it (such as dividends, voting rights and other entitlements) to any person credited with those interests in securities on its records.

Individual certificates in respect of the Exchange Notes will not be issued in exchange for the registered global notes, except in very limited circumstances. If the Depositary notifies us that it is unwilling or unable to continue as a clearing system in connection with the registered global notes or ceases to be a clearing agency registered under the Exchange Act, and a successor clearing system is not appointed by us within 90 days after receiving that notice from the Depositary or upon becoming aware that the Depositary is no longer so registered, we will issue or cause to be issued individual certificates in registered form on registration of transfer of, or in exchange for, book-entry interests in the Exchange Notes represented by registered global notes upon delivery of those registered global notes for cancellation.

Title to book-entry interests in the Exchange Notes will pass by book-entry registration of the transfer within the records of Clearstream, Luxembourg, the Euroclear operator or the Depositary, as the case may be, in accordance with their respective procedures. Book-entry interests in the Exchange Notes may be transferred within Clearstream, Luxembourg and within the Euroclear System and between Clearstream, Luxembourg and the Euroclear System in accordance with procedures established for these purposes by Clearstream, Luxembourg and the Euroclear operator. Book-entry interests in the Exchange Notes may be transferred within the Depositary in accordance with procedures established for this purpose by the Depositary. Transfers of book-entry interests in the Exchange Notes among Clearstream, Luxembourg and the Euroclear operator and the Depositary may be effected in accordance with procedures established for this purpose by Clearstream, Luxembourg, the Euroclear operator and the Depositary.

A further description of the Depositary’s procedures with respect to the registered global notes is set forth above under “ —  The Depositary .” The Depositary has confirmed to us, Deutsche Bank Securities Inc., Deutsche Bank Trust Company Americas and the Trustee that it intends to follow those procedures.

Global Clearance and Settlement Procedures

Initial settlement for the Exchange Notes offered on a global basis will be made in exchange for the Original Notes. Secondary market trading between the Depositary’s participants will occur in the ordinary way in accordance with the Depositary’s rules and will be settled in immediately available funds using the Depositary’s Same-Day Funds Settlement System. Secondary market trading between Clearstream, Luxembourg customers and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream, Luxembourg and the Euroclear System and will be settled using the procedures applicable to conventional Eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through the Depositary on the one hand, and directly or indirectly through Clearstream, Luxembourg customers or Euroclear

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participants, on the other, will be effected through the Depositary in accordance with the Depositary’s rules on behalf of the relevant European international clearing system by its U.S. depositary; however, these cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in the clearing system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering interests in the Exchange Notes to or receiving interests in the Exchange Notes from the Depositary, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to the Depositary. Clearstream, Luxembourg customers and Euroclear participants may not deliver instructions directly to their respective U.S. depositaries.

Because of time-zone differences, credits of interests in the Exchange Notes received in Clearstream, Luxembourg or the Euroclear System as a result of a transaction with a Depositary participant will be made during subsequent securities settlement processing and dated the business day following the Depositary settlement date. Credits of interests or any transactions involving interests in the Exchange Notes received in Clearstream, Luxembourg or the Euroclear System as a result of a transaction with a Depositary participant and settled during subsequent securities settlement processing will be reported to the relevant Clearstream, Luxembourg customers or Euroclear participants on the business day following the Depositary settlement date. Cash received in Clearstream, Luxembourg or the Euroclear System as a result of sales of interests in the Exchange Notes by or through a Clearstream, Luxembourg customer or a Euroclear participant to a Depositary participant will be received with value on the Depositary settlement date but will be available in the relevant Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement in the Depositary.

Although the Depositary, Clearstream, Luxembourg and the Euroclear operator have agreed to the foregoing procedures in order to facilitate transfers of interests in the Exchange Notes among participants of the Depositary, Clearstream, Luxembourg and Euroclear, they are under no obligation to perform or continue to perform the foregoing procedures and these procedures may be changed or discontinued at any time.

We have obtained the information in this section concerning Clearstream, Luxembourg and the Euroclear operator, and the book-entry system and procedures from sources that we believe to be reliable, but we have not independently verified the accuracy of this information.

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