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TABLE OF CONTENTS 2
TABLE OF CONTENTS 3
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-174268
PRICING SUPPLEMENT
(To prospectus supplement dated May 20, 2011
and prospectus dated May 20, 2011)
KfW, Frankfurt/Main, Federal Republic of Germany
€4,000,000,000
1.875% Global Bonds due 2019
KfW,
also known as Kreditanstalt für Wiederaufbau, will pay interest on the bonds annually in arrears on March 20, commencing on March 20, 2013. The bonds
will mature on March 20, 2019. The bonds will not be redeemable at any time prior to maturity.
KfW
will make payments with respect to the bonds without deduction or withholding of taxes, unless otherwise required by law. There will be no "gross-up" provision requiring
additional payments to be made in respect of the bonds in the event of the imposition of a tax deduction or withholding.
Pursuant
to the Law Concerning KfW, the bonds will benefit from a statutory guarantee of the Federal Republic of Germany.
Purchasers
of the bonds must make payment in euro. KfW will pay the principal of and interest on the bonds in euro. However, if you elect to hold bonds through DTC, you will receive
payments on the bonds in U.S. dollars unless you elect to receive such payments in euro.
For information on exchange risks, see "Exchange Rate Information" in this pricing supplement and "Information on Currency Conversion and Foreign Exchange
Exposure" in the accompanying prospectus supplement.
The bonds are governed by the laws of the Federal Republic of Germany and provide that the District Court
(
Landgericht
) in Frankfurt am Main is the exclusive jurisdiction in which an action or other legal proceedings arising out of or in connection with the
bonds may be brought.
Application
has been made to list the bonds on the regulated market (
regulierter Markt
) of the Frankfurt Stock Exchange.
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Per Bond
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Total
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Price to public(1)
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99.818
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%
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€
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3,992,720,000
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Underwriting commissions
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0.15
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%
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€
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6,000,000
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Proceeds to KfW(1)(2)
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99.668
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%
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€
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3,986,720,000
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-
(1)
-
Plus
accrued interest, if any, from March 20, 2012, if settlement occurs after that date.
-
(2)
-
Before
deduction of expenses payable by KfW.
The managers named in this pricing supplement are offering the bonds subject to various conditions. The managers will have the right to reject any order in whole
or in part and to withdraw, cancel or modify the offer without notice. It is expected that delivery of the bonds will be made upon the instructions of the managers through the facilities of
Clearstream Banking AG, Frankfurt am Main, also known as CBF, The Depository Trust Company, New York, also known as DTC, Clearstream Banking,
société anonyme
, Luxembourg, also known as CBL,
and Euroclear Bank SA/NV, also known as Euroclear, on or about
March 20, 2012. The bonds will be represented by two or more permanent global certificates. The bonds have been assigned an ISIN number of DE000A1MBB62, a common code of 076000034, a WKN number
of A1MBB6 and a CUSIP number of 500769FB5 as set forth under "General InformationSecurities Identification Numbers" in this pricing supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this pricing
supplement, the accompanying prospectus supplement or prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
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Crédit Agricole CIB
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DZ BANK AG
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The Royal Bank of Scotland
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Pricing Supplement dated March 15, 2012
Table of Contents
TABLE OF CONTENTS
This pricing supplement should be read together with the accompanying prospectus supplement setting forth information relating to
euro-denominated global bonds dated May 20, 2011, the accompanying prospectus dated May 20, 2011, and the documents incorporated herein by reference. See "Incorporation by
Reference" in this pricing supplement. These documents taken together are herein referred to as the "disclosure document." The documents incorporated herein by reference contain information regarding
KfW, the Federal Republic of Germany and other matters. Further information concerning KfW and the bonds offered hereby may be found in the registration statement (Registration Statement
No. 333-174268) filed with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 relating to our debt securities described in the prospectus.
If
the information in this pricing supplement differs from the information contained in the accompanying prospectus supplement or prospectus, you should rely on the information in this
pricing supplement.
You
should rely only on the information provided in the disclosure document. We have not authorized anyone else to provide you with different information. We are not making an offer of
these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in the disclosure document is accurate as of any date other than the date on
the front of each document forming part of the disclosure document or, with respect to information incorporated by reference, as of the date of such information.
References
herein to "euro" or "€" are to the single European currency adopted by certain participating member countries of the European Union, including the Federal
Republic of Germany, as of January 1, 1999. References to "U.S. dollars" or "$" are to United States dollars.
References
herein to "we" or "us" or similar expressions are to KfW. References to "KfW Bankengruppe" or "group" are to KfW and its consolidated subsidiaries.
In connection with this offering of bonds, The Royal Bank of Scotland plc, or any person acting for it may over-allot the bonds or effect
transactions with a view to supporting the market price of the bonds at a level higher than that which might otherwise prevail. However, there is no assurance that The Royal Bank of
Scotland plc, or any person acting for it will undertake stabilization action. Any stabilization action may begin at any time after the adequate public disclosure of the final terms of the
offer of the bonds and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the closing date and 60 days after the date of the allotment of the
bonds. Any stabilization action or over-allotment must be conducted by The Royal Bank of Scotland plc, or any person acting for it in accordance with all applicable laws and
regulations.
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INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" into this pricing supplement and the accompanying prospectus supplement and prospectus
the information in documents that we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an
important part of the information provided to you, and information that we file later with the SEC, to the extent it stipulates that it is to be incorporated by reference, will automatically update
and supersede this information. We incorporate by reference the documents and any amendments to them filed with the SEC until completion of this offering. For a list, see "Where You Can Find More
Information" in the accompanying prospectus.
We
will provide, without charge, to each person to whom a copy of this pricing supplement has been delivered, upon the request of such person, a copy of any or all of the documents
deemed to be incorporated herein by reference unless such documents have been modified or superseded as specified above. Requests for such documents should be directed to KfW at its office at
Palmengartenstraße 5-9, D-60325 Frankfurt am Main. You may also request a copy of these filings at no cost by writing to Deutsche Bank Trust Company Americas, c/o
Deutsche Bank National Trust Company, Global Debt Services, Trust & Securities Services, 100 Plaza One, 6th Floor, Jersey City, NJ 07311-3901, U.S.A.
USE OF PROCEEDS
We estimate that the net proceeds from the sale of the bonds will be approximately €3,986,720,000 (after deducting
underwriting commissions). The net proceeds from the sale of the bonds will be used by us in our general business.
EXCHANGE RATE INFORMATION
Fluctuations in the exchange rate between the euro and the U.S. dollar will affect the U.S. dollar equivalent of the euro principal of
and interest on the bonds and of the price of the bonds on the Frankfurt Stock Exchange. Fluctuations in exchange rates that have occurred in the past are not necessarily indicative of fluctuations in
the rate that may occur during the term of the bonds.
We
file reports with the SEC giving economic data expressed in euro. For information on historical exchange rates for euro, see KfW's annual report on Form 18-K, as
amended, which is incorporated by reference herein. The euro foreign exchange reference rate as published by the European Central Bank on March 14, 2012 was €1.00 =
$1.3062.
No
representation is made that the euro or U.S. dollar amounts referred to herein or in the documents incorporated by reference could have been or could be converted into euro or U.S.
dollars, as the case may be, at any particular rate.
There
are, except in limited embargo circumstances, no legal restrictions in the Federal Republic of Germany on international capital movements and foreign exchange transactions.
However, for statistical purposes only, every individual or corporation residing in the Federal Republic of Germany must report to the
Deutsche
Bundesbank,
the German Federal Bank, subject to a number of exceptions, any payment received from or made to an individual or a corporation resident outside of the Federal
Republic of Germany if such payment exceeds €12,500 (or the equivalent in a foreign currency).
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TERMS OF THE BONDS
The following description of the particular terms and conditions of the bonds offered hereby (referred to as
the "bonds" in this pricing supplement and the accompanying prospectus supplement and as the "securities" in the accompanying prospectus) supplements, and to the extent inconsistent therewith
replaces, the description of the general terms and conditions of securities set forth in the accompanying prospectus supplement and prospectus, to which description reference is hereby made. The
description of the terms and conditions below (with the exception of certain explanatory text designated by italics) is substantially the same as the non-binding English translation of the
legally binding German language text thereof and is qualified in its entirety by reference thereto. A copy of the form of the terms and conditions has been filed with the SEC as an exhibit to the
registration statement.
General Provisions
Aggregate Principal Amount and Denomination.
The bonds will be issued in the aggregate principal amount of four billion euros
(€4,000,000,000), divided into four million bonds in the denomination of €1,000 each, which will rank equally among themselves.
Global Certificates, Bonds and Form.
The bonds will be represented by two or more permanent global certificates without interest
coupons (the "global
certificates"). One of the global certificates (the "CBF global certificate") will be kept in custody by CBF, or any successor, until all of our obligations under the bonds have been satisfied. The
CBF global certificate will be issued in bearer form and will represent the bonds credited to accounts of financial institutions that are accountholders of CBF, including such bonds which are held
through Euroclear and CBL, each of which maintains an account with CBF, and further including such bonds which are held through any other clearing system which maintains an account with CBF.
Definitive certificates and interest coupons for individual bonds represented by the CBF global certificate will not be issued.
The
other global certificate or certificates (together, the "DTC global certificate") will be kept in custody by Deutsche Bank Trust Company Americas, c/o Deutsche Bank National Trust
Company, New York, also known as DBTCA, or any successor, as custodian for DTC, until all of our obligations under the bonds have been satisfied. The DTC global certificate will be issued in
registered form in the name of Cede & Co., as nominee of DTC, also known as the registered holder, and will represent the bonds credited to accounts maintained with DTC by financial
institutions that are participants in DTC. Definitive certificates and interest coupons for individual bonds represented by the DTC global certificate will not be issued, unless DTC is unable or
unwilling to continue providing its services and a successor securities depository is not obtained. In such a case, a holder of bonds represented by the DTC global certificate (a "DTC bondholder") may
request the issue of definitive certificates representing its individual bonds and corresponding interest coupons (see "Clearing and SettlementThe Clearing SystemsDTC" in the
accompanying prospectus supplement).
Each
person ultimately holding a bond is referred to herein as a "bondholder."
The
CBF global certificate and the DTC global certificate will each be manually signed by two of our authorized representatives and manually authenticated by or on behalf of the
registrar (as defined under "Registrar and Paying Agent"). The bonds represented by the CBF global certificate and the DTC global certificate, respectively, will together equal the
aggregate principal amount of the bonds outstanding at any time. The amount of bonds represented by each of the CBF global certificate and the DTC global certificate will be evidenced by the register
kept by the registrar. Copies of the CBF global certificate and the DTC global certificate will be available free of charge at the paying agent (as defined under "Registrar and Paying
Agent").
Transfer.
Transfers of bonds shall require appropriate entries in securities accounts. Transfers of bonds between CBF accountholders,
on the one
hand, and DTC participants, on the other hand, and exchanges of bonds in the manner set forth under "Exchanges" below may not be effected during the
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period
commencing on the record date as defined under "PaymentsRecord Date" in this pricing supplement and ending on the related payment date (both dates inclusive).
Exchanges.
The bonds represented by the DTC global certificate may be exchanged for bonds represented by the CBF global certificate and
vice versa
. Such exchanges will be recorded in the register and will be effected by an increase or a decrease in the principal amount of bonds
represented by the DTC global certificate by the principal amount of bonds so exchanged and a corresponding decrease or increase in the principal amount of bonds represented by the CBF global
certificate.
Status
The bonds will constitute unsecured and unsubordinated obligations of KfW and will rank equally with all of our other present and
future unsecured and unsubordinated obligations, but subject to any applicable mandatory statutory exceptions.
Interest
Interest Rate and Due Dates.
The bonds will bear interest at the rate of 1.875% per year as from March 20, 2012. The bonds will
cease to bear
interest upon the end of the day preceding the day on which they become due for redemption. Interest will be payable annually in arrears on March 20. The first interest payment will be due on
March 20, 2013.
Late Payment.
Should we fail to redeem the bonds on the due date therefor, interest on the bonds shall, subject to the provisions with
respect to business days (as defined under "PaymentsBusiness Days" in this pricing supplement), accrue beyond the due date until actual redemption of the bonds at the default
rate of interest established by law.
Under German law, the default rate is five percentage points above the basic rate of interest announced by the German Federal Bank
immediately after January 1 and July 1 in each year. In January 2012, the German Federal Bank announced a base rate of 0.12% per annum, making the default rate at that time
5.12%.
Accrued Interest.
If it is necessary to compute interest for a period of other than a full year, interest shall be calculated on the
basis of the
actual number of days in the relevant period (known as "actual/actual (ICMA)").
Maturity; Repurchase
Maturity.
The bonds will be redeemed at par on March 20, 2019. Subject to the provisions with respect to termination for default
set forth
under "Termination for Default" in this pricing supplement, neither we nor any bondholder will be entitled to redeem the bonds prior to their stated maturity.
Repurchase.
We may at any time purchase and resell bonds in the open market or otherwise at any price. Bonds so purchased and not resold
by us may, at our own discretion, be held or surrendered to the paying agent for cancellation.
Payments
Payments.
Payments of principal of, and interest on, the bonds will be made on the relevant payment date (see "Payment Date and
Due
Date" below) to CBF in euro and to, or to the order of, the registered holder registered at the close of business on the relevant record date (see "Record Date" below) in the register
kept by the registrar in U.S. dollars or euro as set forth below. The amount of payments to CBF and to, or to the order of, the registered holder, respectively, will correspond to the principal amount
of bonds represented by the CBF global certificate and the DTC global certificate, as established by the registrar at the close of business on the relevant record date.
Any
DTC bondholder will receive payments of principal and interest in respect of the bonds in U.S. dollars, unless such DTC bondholder elects to receive payments in euro in accordance
with the procedures set out below. To the extent that DTC bondholders shall not have made such election in
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respect
of any payment of principal or interest, the aggregate amount designated for all such DTC bondholders in respect of such payment (the "euro conversion amount") will be converted by the paying
agent into U.S. dollars and paid by wire transfer of same-day funds to, or to the order of, the registered holder for payment through DTC's settlement system to the relevant DTC
participants. All costs of any such conversion will be deducted from such payments. Any such conversion will be based on the paying agent's bid quotation, at or prior to 11:00 A.M., New York
City time, on the second conversion business day preceding the relevant payment date, for the purchase by the paying agent of the euro conversion amount with U.S. dollars for settlement on such
payment date. "Conversion business day" means a day which is a New York business day and a Frankfurt business day (as defined under "Business Days"). If such bid quotation is not
available, the paying agent shall obtain a bid quotation from a leading foreign exchange bank in New York City selected by the paying agent for such purpose. If no bid quotation from a leading foreign
exchange bank is available, payment of the euro conversion amount will be made in euro to the account or accounts specified by DTC to the paying agent. Until such account or accounts are so specified,
the funds still held by the paying agent will bear interest at the rate of interest quoted by the paying agent for deposits with it on an overnight basis, to the extent that the paying agent is
reasonably able to reinvest such funds.
Any
DTC bondholder may elect to receive payment of principal and interest with respect to the bonds in euro by causing DTC, through the relevant DTC participant, to notify the paying
agent by the time specified below of (i) such DTC bondholder's election to receive all or a portion of such payment in euro and (ii) wire transfer instructions to a euro account. Such
election in respect of any payment will be made by the DTC bondholder at the time and in the manner required by the DTC procedures applicable from time to time and will, in accordance with such
procedures, be irrevocable. DTC's notification of such election, wire transfer instructions and the amount payable in euro pursuant to this paragraph must be received by the paying agent prior to
5:00 P.M., New York City time, on the fifth New York business day (as defined under "Business Days" below) following the relevant record date (as defined under "Record
Date" below) in the case of interest and prior to 5:00 P.M., New York City time, on the eighth New York business day prior to the payment date (see "Payment Date and Due Date"
below) for the payment of principal. Any
payments under this paragraph in euro will be made by wire transfer of same day funds to euro accounts designated by DTC.
All
payments made by or on behalf of us to CBF and to, or to the order of, the registered holder of the DTC global certificate at the close of business on the relevant record date,
respectively, shall discharge our liability under the bonds to the extent of the sums so paid.
Record Date.
The record date for purposes of transfer restrictions (see "General ProvisionsTransfer" above) and payments of
principal
and interest (see "Payments" above) will be, in respect of each such payment, the earlier of the following dates: (a) the date determined in accordance with the conventions
observed by CBF from time to time for the entitlement of CBF accountholders to payments in respect of debt securities denominated in euro and represented by permanent global certificates held in
custody by CBF; and (b) the tenth New York business day (as defined under "Business Days" below) preceding the relevant payment date.
Business Days.
If any due date for payment of principal or interest in euro in respect of any bonds to CBF and to, or to the order of,
the registered
holder is not a Frankfurt business day, such payment will not be made until the next following Frankfurt business day, and no further interest shall be paid in respect of the delay in such payment. If
any due date for payment of principal or interest in U.S. dollars in respect of any bond to, or to the order of, the registered holder is not a Frankfurt business day or not a New York business day,
such payment will not be made until the next day which is both a Frankfurt business day and a New York business day, and no further interest will be paid in respect of the delay in such payment.
"Frankfurt business day" means any day other than Saturday or Sunday on which credit institutions are open for business in Frankfurt am Main, and "New York business day" means any day other than a
Saturday or Sunday that is neither a legal holiday nor a day
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on
which commercial banks are authorized or required by law, regulation or executive order to close in New York City.
Payment Date and Due Date.
For the purposes of the terms and conditions of the bonds, "payment date" means the day on which the payment
is actually
to be made, where applicable as adjusted in accordance with the preceding paragraph, and "due date" means the interest payment date or the maturity date set forth above, without taking account of any
such adjustment.
Substitution of Paying Agent.
The paying agent may, in respect of its functions and duties under this heading "Payments" with
respect to
payments to, or to the order of, the registered holder, substitute for itself its affiliate DBTCA, if and to the extent, if so required by law, an additional paying agent will be maintained in the
Federal Republic of Germany.
Taxes
All payments by us in respect of the bonds will be made without deduction or withholding of taxes or other duties, unless such
deduction or withholding is required by law. In the event of such deduction or withholding, we will not be required to pay any additional amounts in respect of the bonds.
There
will be no "gross-up" provision requiring additional payments to be made in respect of the bonds in the event of imposition of deduction or withholding of taxes or other
duties.
Termination for Default
Any bondholder may, at its option, declare its bonds due and demand repayment thereof at their principal amount plus interest accrued
to the date of repayment if we fail to pay any amount payable under the bonds within 30 days from the relevant due date. The right to declare bonds due will cease if we have made payment to CBF
and to, or to the order of, the registered holder before the bondholder has exercised such right. Any notice declaring bonds due will be made by means of a written notice to be delivered by hand or
registered mail to us together with proof that such bondholder at the time of such notice is a holder of the relevant bonds by means of a certificate of the bondholder's custodian as set forth under
"Governing Law; Jurisdiction; Enforcement; LanguageEnforcement" in this pricing supplement.
Definitive certificates
and
-
interest coupons for individual bonds will not be issued in the event of a default.
Registrar and Paying Agent
We will appoint Deutsche Bank Aktiengesellschaft, Frankfurt am Main ("Deutsche Bank Frankfurt"), as initial registrar (the "registrar")
and paying agent (the "paying agent").
We
reserve the right at any time to vary or terminate the appointment of the paying agent or the registrar or approve any change in the office through which they act (the "specified
office"), provided that there shall at all times be a registrar and paying agent, and provided further that so long as the bonds are listed on any stock exchange (and the rules of such stock exchange
so require), we will maintain a paying agent with a specified office in the city in which such stock exchange is located. We will give notice of any change in the registrar or paying agent or in their
specified offices by publication in the manner set forth under "Notices" in this pricing supplement.
The
registrar and the paying agent in such capacities are acting exclusively as our agents and do not have any legal relationship of whatever nature with the registered holder or any
bondholder and are not in any event accountable to the registered holder or any bondholder.
Further Issues
We reserve the right, from time to time without the consent of the bondholders, to issue additional bonds, on terms identical in all
respects to those set forth in the terms and conditions of the bonds (except that the date from which interest shall accrue may vary), so that such additional bonds shall be
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consolidated
with, form a single issue with and increase the aggregate principal amount of, the bonds. The term "bonds" shall, in the event of such increase, also include such additional bonds.
Notices
All notices regarding the bonds shall be published (a) in the Federal Republic of Germany in the electronic Federal Gazette
(
elektronischer Bundesanzeiger
) and, to the extent legally required, in addition thereto, in any other form of media prescribed by law, and
(b) also in a leading daily newspaper printed in the English language and of general circulation in New York City (expected to be
The Wall Street
Journal
). Any notice will become effective for all purposes on the third day following the date of its publication or, if published more than once or on different dates, on the
third day following the date of first publication.
Governing Law; Jurisdiction; Enforcement; Language
Governing Law.
The bonds, both as to form and content, as well as our rights and duties and those of the bondholders, will be governed
by and will be
construed in accordance with the laws of the Federal Republic of Germany. Any disposition of the bonds held through DTC, including transfers and pledges, executed between DTC participants, and between
DTC itself and DTC participants, will be governed by the laws of the State of New York.
Jurisdiction.
Any action or other legal proceedings arising out of or in connection with the bonds may exclusively be brought in the
District Court
(
Landgericht
) in Frankfurt am Main.
Enforcement.
Any bondholder may in any proceedings against us or to which the bondholder and we are parties protect and enforce in its
own name its
rights arising under its bonds on the basis of (a) a certificate issued by its custodian (i) stating the full name and address of the bondholder, (ii) specifying a principal
amount of bonds credited on the date of such statement to such bondholder's securities account maintained with such custodian and (iii) confirming that the custodian has given a written notice
to CBF or DTC, as the case may be, and the registrar containing the information pursuant to (i) and (ii) and bearing acknowledgments of CBF or DTC and the relevant CBF accountholder or
DTC participant and (b) a copy of the CBF global certificate or the DTC global certificate certified as being a true copy by a duly authorized officer of CBF or DTC, as the case may be, or the
registrar. For
purposes of the foregoing, "custodian" means any bank or other financial institution of recognized standing authorized to engage in securities custody business with which the bondholder maintains a
securities account in respect of any bonds and includes CBF, DTC and its participants, including any other clearing system which maintains an account with CBF or participates in DTC.
Language.
The terms and conditions of the bonds are written in the German language and accompanied by an English language translation.
The German
text will be controlling and binding. The English language translation is provided for convenience only.
ADDITIONAL INFORMATION ON UNITED STATES TAXATION
As discussed under "United States TaxationForeign Financial Assets Reporting" in the accompanying prospectus, a law
enacted in 2010 requires individuals that own "specified foreign financial assets" with an aggregate value in excess of $50,000 to file an information report with respect to such assets with their
United States federal income tax returns. Guidance subsequently issued by the United States Internal Revenue Service prescribes higher reporting thresholds for certain individuals and exempts
"specified foreign financial assets" held in a financial account from reporting under this provision (although the financial account itself, if maintained by a foreign financial institution, may
remain subject to this reporting requirement). In addition, proposed regulations extend this reporting requirement to certain United States entities.
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In
addition, a law enacted in 2010 imposes a 30% withholding tax on certain payments to non U.S. financial institutions that fail to comply with information reporting requirements or
certification requirements in respect of their direct and indirect United States shareholders and/or United States accountholders. It is not yet clear whether KfW would qualify for an exemption from
these requirements. To avoid becoming subject to the 30% withholding tax on payments to them, non-U.S. financial institutions may be required to report information to the IRS regarding the
holders of the bonds and, in the case of holders who (i) fail to provide the relevant information, (ii) are non-U.S. financial institutions who have not agreed to comply with
these information reporting requirements, or (iii) hold bonds directly or indirectly through such a non-compliant non-U.S. financial institution, withhold on a portion
of payments under the bonds. Under proposed regulations, such withholding would not apply to payments on the bonds made before January 1, 2017. Moreover, under proposed regulations, these
requirements would only apply to bonds issued on or after January 1, 2013. However, the rules for the
implementation of this legislation have not yet been finalized, so it is impossible to determine at this time what impact, if any, this legislation will have on holders of the bonds.
Holders
are urged to consult their tax advisers regarding the application of the requirements discussed above to their ownership of the bonds.
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SUBSCRIPTION AGREEMENT
Crédit Agricole Corporate and Investment Bank, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main and
The Royal Bank of Scotland plc (the "lead managers") and the other managers named below (together with the lead managers, the "managers") have agreed with us, severally and not jointly,
pursuant to a subscription agreement dated March 15, 2012 (the "subscription agreement"), to subscribe and pay for the principal amount of the bonds set forth opposite their respective names
below at 99.818% of the relevant principal amount, less a combined commission of 0.15% of such principal amount.
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Managers
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|
Principal
amount
of bonds
|
|
Crédit Agricole Corporate and Investment Bank
|
|
€
|
1,250,000,000
|
|
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
|
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€
|
1,250,000,000
|
|
The Royal Bank of Scotland plc
|
|
€
|
1,250,000,000
|
|
Banca Akros SPAGruppo Bipiemme Banca Popolare di Milano
|
|
€
|
25,000,000
|
|
BNP Paribas
|
|
€
|
25,000,000
|
|
Citigroup Global Markets Limited
|
|
€
|
25,000,000
|
|
Commerzbank Aktiengesellschaft
|
|
€
|
25,000,000
|
|
J.P. Morgan Securities Ltd.
|
|
€
|
25,000,000
|
|
Landesbank Baden-Württemberg.
|
|
€
|
25,000,000
|
|
Norddeutsche Landesbank Girozentrale
|
|
€
|
25,000,000
|
|
RBC Europe Limited
|
|
€
|
25,000,000
|
|
Société Générale
|
|
€
|
25,000,000
|
|
UniCredit Bank AG
|
|
€
|
25,000,000
|
|
|
|
|
|
|
Total
|
|
€
|
4,000,000,000
|
|
|
|
|
|
Under
the terms and conditions of the subscription agreement, the managers are committed to take and pay for all of the bonds, if any are taken. The managers propose to offer the bonds
in part directly to the public at the price to public set forth on the cover page of this pricing supplement and in part to dealers at such price less a concession of 0.15%. After the initial public
offering, the price to public may be changed.
We
have agreed in the subscription agreement to indemnify the managers against certain liabilities, including liabilities under the Securities Act of 1933. The lead managers have agreed
to bear certain expenses relating to the offering of the bonds.
The
bonds may be offered for sale in those jurisdictions in the United States, Europe, Asia and elsewhere where it is legal to make such offers. The selling restrictions applicable to
the bonds are set forth under "Subscription and SaleCertain Selling Restrictions" in the accompanying prospectus supplement.
VALIDITY OF THE BONDS
The validity of the bonds will be passed upon on behalf of KfW by the Legal Department of KfW, and on behalf of the managers by
Hengeler Mueller Partnerschaft von Rechtsanwälten, Frankfurt am Main. KfW is also being represented by Sullivan & Cromwell LLP, New York, New York, and the managers are
also being represented by Simpson Thacher & Bartlett LLP, New York, New York.
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GENERAL INFORMATION
Further Information
Further information concerning the bonds and concerning KfW and the Federal Republic of Germany may be found on file with the SEC, as
described in greater detail under the heading "Where You Can Find More Information" in the accompanying prospectus.
Securities Identification Numbers
The bonds represented by the CBF global certificate have been assigned an ISIN number of DE000A1MBB62, a common code of 076000034 and a
WKN number of A1MBB6. The bonds represented by the DTC global certificate have been assigned a CUSIP number of 500769FB5.
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|
|
PROSPECTUS SUPPLEMENT
(To prospectus dated May 20, 2011)
|
|
|
KfW, Frankfurt/Main, Federal Republic of Germany
Information Relating to Euro-Denominated Global Bonds
Prospectus Supplement dated May 20, 2011
Table of Contents
TABLE OF CONTENTS
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INFORMATION RELATING TO EURO-DENOMINATED GLOBAL BONDS
The following description will apply to certain Euro-denominated global bonds offered by KfW's
prospectus dated May 20, 2011 (referred to herein as the "bonds" and in the prospectus as the "securities"). If and to the extent that the pricing supplement relating to any issue of bonds
contains terms that are different from the general terms set forth herein, the terms described in that pricing supplement will apply with respect to that issue of bonds and supersede the information
set forth herein. This description supplements and, if inconsistent, replaces the general description of KfW's debt securities in the prospectus dated May 20, 2011.
DESCRIPTION OF THE BONDS
General Provisions
Aggregate Principal Amount and Denomination.
The bonds will be issued in the aggregate principal amount specified in the applicable
pricing
supplement, divided into the appropriate number of bonds in the denomination of € 1,000 each, which will rank equally among themselves.
Global Certificates, Bonds and Form.
The bonds will be represented by two or more permanent global certificates without interest coupons
(the "global
certificates"). One of the global certificates (the "CBF global certificate"), will be kept in custody by Clearstream Banking AG, Frankfurt am Main ("CBF"), or any successor, until all of our
obligations under the bonds have been satisfied. The CBF global certificate will be issued in bearer form and will represent the bonds credited to accounts of financial institutions that are
accountholders of CBF, including such bonds which are held through Euroclear Bank SA/NV ("Euroclear"), and Clearstream Banking,
société
anonyme
, Luxembourg ("CBL"), each of which maintains an account with CBF, and further including such bonds which are held through any other clearing system which
maintains an account with CBF. Definitive certificates and interest coupons for individual bonds represented by the CBF global certificate will not be issued.
The
other global certificate or certificates (together, the "DTC global certificate"), will be kept in custody by Deutsche Bank Trust Company Americas, c/o Deutsche Bank National Trust
Company, New York, also known as DBTCA, or any successor, as custodian for The Depository Trust Company, New York, also known as DTC, until all of our obligations under the bonds have been satisfied.
The DTC global certificate will be issued in registered form in the name of Cede & Co., as nominee of DTC, also known as the registered holder, and will represent the bonds credited to
accounts maintained with DTC by financial institutions that are participants in DTC. Definitive certificates and interest coupons for individual bonds represented by the DTC global certificate will
not be issued, unless DTC is unable or unwilling to continue providing its services and a successor securities depository is not obtained. In such a case, a holder of bonds represented by the DTC
global certificate (a "DTC bondholder") may request the issue of definitive certificates representing its individual bonds and corresponding interest coupons (see "Clearing and
SettlementThe Clearing SystemsDTC").
Each
person ultimately holding a bond is referred to herein as a "bondholder."
The
CBF global certificate and the DTC global certificate will each be manually signed by two of our authorized representatives and manually authenticated by or on behalf of the
registrar (as defined under "Registrar and Paying Agent"). The bonds represented by the CBF global certificate and the DTC global certificate, respectively, will together equal the
aggregate principal amount of the bonds outstanding at any time. The amount of bonds represented by each of the CBF global certificate and the DTC global certificate will be evidenced by the register
kept by the registrar. Copies of the CBF global certificate and the DTC global certificate will be available free of charge at the paying agent (as defined under "Registrar and Paying
Agent").
Transfer.
Transfers of bonds will require appropriate entries in securities accounts. Transfers of bonds between CBF accountholders, on
the one hand,
and DTC participants, on the other hand, and
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exchanges
of bonds in the manner set forth under "Exchange" may not be effected during the period commencing on the record date (as defined under "PaymentsRecord
Date") and ending on the related payment date (both dates inclusive).
Exchange.
The bonds represented by the DTC global certificate may be exchanged for bonds represented by the CBF global certificate, and
vice versa
. Such exchanges will be recorded in the register and will be effected by an increase or a decrease in the principal amount of the DTC global
certificate by the principal amount of bonds so exchanged and a corresponding decrease or increase in the principal amount of the CBF global certificate.
Status
The bonds will constitute unsecured and unsubordinated obligations of KfW and will rank equally with all of our other present and
future unsecured and unsubordinated obligations, but subject to any applicable mandatory statutory exceptions.
Interest
Interest Rate and Due Dates.
Unless otherwise specified in the applicable pricing supplement, the bonds will bear interest at the rate
per year set
forth in that pricing supplement as from the closing date or such other date as is set forth therein. The bonds will cease to bear interest upon the end of the day preceding the day on which they
become due for redemption. Interest will be payable annually in arrears on the interest payment date specified in the applicable pricing supplement, or as is otherwise set forth in that pricing
supplement. The first interest payment will be due on the first interest payment date specified in the applicable pricing supplement and will be made for the period commencing on the closing date or
such other date as is specified in the applicable pricing supplement (inclusive) and ending on the first interest payment date specified in the applicable pricing supplement (exclusive).
Late Payment
. Should we fail to redeem the bonds on the due date therefor, interest on the bonds shall, subject to the provisions with
respect to business days (as defined under "PaymentsBusiness Days"), accrue beyond the due date until actual redemption of the bonds at the default rate of interest
established by law
. Under German law, the default rate is five percentage points above the basic rate of interest announced by the German Federal Bank immediately after
January 1 and July 1 in each year.
Accrued Interest.
Unless otherwise set forth in the applicable pricing supplement, if it is necessary to compute interest for a period
of other than
a full year, interest shall be calculated on the basis of the actual number of days in the relevant period (known as "actual/actual (ICMA)").
Maturity; Early Redemption; Repurchase
Maturity.
The bonds will be redeemed at par on the maturity date set forth in the applicable pricing supplement. Subject to the
provisions with
respect to early redemption set forth under "Early Redemption," if specified in the applicable pricing supplement, and termination for default set forth under "Termination
for Default," neither we nor any bondholder will be entitled to redeem the bonds prior to their stated maturity.
Early Redemption.
If specified in the applicable pricing supplement, the bonds may be redeemed, in whole but not in part, on the early
redemption
date or dates as set forth in the applicable pricing supplement, at our option upon prior written notice of no less than the early redemption notice period set forth in the applicable pricing
supplement, at par together with interest accrued to, but excluding, the applicable early redemption date.
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If bonds will be redeemable at our option, we may choose to redeem the bonds at any time, especially when prevailing interest rates are relatively low. As a
result, redemption may adversely affect your return on the bonds as you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the
interest rate of the bonds being redeemed.
Repurchase
. We may at any time purchase and resell bonds in the open market or otherwise at any price.
Bonds so
purchased and not resold by us may, at our own discretion, be held or surrendered to the paying agent for cancellation.
Payments
Payments.
Payments of principal of, and interest on, the bonds will be made on the relevant payment date (see "Payment Date and
Due
Date") to CBF in euro and to, or to the order of, the registered holder registered at the close of business on the relevant record date (see "Record Date") in the register kept by the
registrar in U.S. dollars or euro as set forth
below. The amount of payments to CBF and to, or to the order of, the registered holder, respectively, will correspond to the principal amount of bonds represented by the CBF global certificate and the
DTC global certificate, as established by the registrar at the close of business on the relevant record date.
Any
DTC bondholder will receive payments of principal and interest in respect of the bonds in U.S. dollars, unless such DTC bondholder elects to receive payments in euro in accordance
with the procedures set out below. To the extent that DTC bondholders shall not have made such election in respect of any payment of principal or interest, the aggregate amount designated for all such
DTC bondholders in respect of such payment (the "euro conversion amount") will be converted by the paying agent into U.S. dollars and paid by wire transfer of same-day funds to, or to the
order of, the registered holder for payment through DTC's settlement system to the relevant DTC participants. All costs of any such conversion will be deducted from such payments. Any such conversion
will be based on the paying agent's bid quotation, at or prior to 11:00 A.M., New York City time, on the second conversion business day preceding the relevant payment date, for the purchase by
the paying agent of the euro conversion amount with U.S. dollars for settlement on such payment date. "Conversion business day" means a day which is a New York business day and a Frankfurt business
day (as defined under "Business Days"). If such bid quotation is not available, the paying agent will obtain a bid quotation from a leading foreign exchange bank in New York City selected
by the paying agent for such purpose. If no bid quotation from a leading foreign exchange bank is available, payment of the euro conversion amount will be made in euro to the account or accounts
specified by DTC to the paying agent. Until such account or accounts are so specified, the funds still held by the paying agent will bear interest at the rate of interest quoted by the paying agent
for deposits with it on an overnight basis, to the extent that the paying agent is reasonably able to reinvest such funds.
Any
DTC bondholder may elect to receive payment of principal and interest with respect to the bonds in euro by causing DTC, through the relevant DTC participant, to notify the paying
agent by the time specified below of (i) such DTC bondholder's election to receive all or a portion of such payment in euro and (ii) wire transfer instructions to a euro account. Such
election in respect of any payment will be made by the DTC bondholder at the time and in the manner required by the DTC procedures applicable from time to time and will, in accordance with such
procedures, be irrevocable. DTC's notification of such election, wire transfer instructions and the amount payable in euro pursuant to this paragraph must be received by the paying agent prior to
5:00 P.M., New York City time, on the fifth New York business day (as defined under "Business Days") following the relevant record date (as defined under "Record
Date") in the case of interest and prior to 5:00 P.M., New York City time, on the eighth New York business day prior to the payment date (see "Payment Date and Due Date") for the
payment of principal. Any payments under this paragraph in euro will be made by wire transfer of same-day funds to euro accounts designated by DTC.
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All
payments made by or on behalf of us to CBF and to, or to the order of, the registered holder at the close of business on the relevant record date, respectively, will discharge our
liability under the bonds to the extent of the sums so paid.
Record Date.
The record date for purposes of transfer restrictions (see "General ProvisionsTransfer") and payments of principal
and
interest (see "Payments") will be, in respect of each such payment, the earlier of the following dates: (a) the date determined in accordance with the conventions observed by CBF
from time to time for the entitlement of CBF accountholders to payments in respect of debt securities denominated in euro and represented by permanent global certificates held in custody by CBF; and
(b) the tenth New York business day (as defined under "Business Days") preceding the relevant payment date.
Business Days.
If any due date for payment of principal or interest in euro in respect of any bonds to CBF and to, or to the order of,
the registered
holder, is not a Frankfurt business day, such payment will not be made until the next Frankfurt business day, and no further interest will be paid in respect of the delay in such payment. If any due
date for payment of principal or interest in U.S. dollars in respect of any bond to, or to the order of, the registered holder is not a Frankfurt business day or not a New York business day, such
payment will not be made until the next day which is both a Frankfurt business day and a New York business day, and no further interest will be paid in respect of the delay in such payment. "Frankfurt
business day" means any day, other than a Saturday or Sunday, on which credit institutions are open for business in Frankfurt am Main, and "New York business day" means any day, other than a Saturday
or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in New York City.
Payment Date and Due Date.
For the purposes of the terms and conditions of the bonds, "payment date" means the day on which the payment
is actually
to be made, where applicable as adjusted in accordance with the preceding paragraph, and "due date" means the interest payment date or the maturity date provided for in the applicable pricing
supplement, without taking account of any such adjustment.
Substitution of Paying Agent.
The paying agent may, in respect of its functions and duties under this heading "Payments" with
respect to
payments to, or to the order of, the registered holder, substitute for itself its affiliate DBTCA, if and to the extent, if so required by law, an additional paying agent will be maintained in the
Federal Republic of Germany.
Taxes
All payments by us in respect of the bonds will be made without deduction or withholding of taxes or other duties, unless such
deduction or withholding is required by law. In the event of such deduction or withholding, we will not be required to pay any additional amounts in respect of the bonds
. There
will be no "gross-up" provision.
Termination for Default
Unless otherwise specified in the applicable pricing supplement, any bondholder may, at its option, declare its bonds due and demand
repayment thereof at their principal amount plus interest accrued to the date of repayment if we fail to pay any amount payable under the bonds within 30 days from the relevant due date. The
right to declare bonds due will cease if we have made payment to CBF and to, or to the order of, the registered holder before the bondholder has exercised such right. Any notice declaring bonds due
will be made by means of a written notice to be delivered by hand or registered mail to us together with proof that such bondholder at the time of such notice is a holder of the relevant bonds by
means of a certificate of the bondholder's custodian as set forth under "Governing
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Law;
Jurisdiction; Enforcement; LanguageEnforcement."
Definitive certificates and interest coupons for individual bonds will not be issued in the event of a
default.
Registrar and Paying Agent
We will appoint Deutsche Bank Aktiengesellschaft, Frankfurt am Main ("Deutsche Bank Frankfurt"), as initial registrar (the "registrar")
and paying agent (the "paying agent"). We reserve the right at any time to vary or terminate the appointment of the paying agent or the registrar or approve any change in the office through which they
act (the "specified office"), provided that there shall at all times be a registrar and paying agent, and provided further that so long as the bonds are listed on any stock exchange (and the rules of
such stock exchange so require), we will
maintain a paying agent with a specified office in the city in which such stock exchange is located. We will give notice of any change in the registrar or paying agent or in their specified offices by
publication in the manner set forth under "Notices."
The
registrar and the paying agent in such capacities are acting exclusively as our agents and do not have any legal relationship of whatever nature with the registered holder or any
bondholder and are not in any event accountable to the registered holder or any bondholder.
Further Issues
We reserve the right, from time to time without the consent of the bondholders, to issue additional bonds, on terms identical in all
respects to those set forth in the terms and conditions of the bonds (except that the date from which interest shall accrue may vary), so that such additional bonds shall be consolidated with,
form a single issue with and increase the aggregate principal amount of, the bonds. The term "bonds" shall, in the event of such increase, also include such additional bonds.
Notices
All notices regarding the bonds shall be published (a) in the Federal Republic of Germany in the electronic Federal Gazette
(
elektronischer Bundesanzeiger
) and, to the extent legally required, in addition thereto, in any other form of media prescribed by law; and
(b) also in a leading daily newspaper printed in the English language and of general circulation in New York City (expected to be
The Wall Street
Journal
). Any notice will become effective for all purposes on the third day following the date of its publication, or, if published more than once or on different dates, on
the third day following the date of first publication.
Governing Law; Jurisdiction; Enforcement; Language
Governing Law.
The bonds, both as to form and content, as well as our rights and duties and those of the bondholders, will be governed
by and will be
construed in accordance with the laws of the Federal Republic of Germany. Any disposition of the bonds held through DTC, including transfers and pledges, executed between DTC participants, and between
DTC itself and DTC participants, will be governed by the laws of the State of New York.
Jurisdiction.
Any action or other legal proceedings arising out of or in connection with the bonds may exclusively be brought in the
District Court
(
Landgericht
) in Frankfurt am Main.
Enforcement.
Any bondholder may in any proceedings against us or to which the bondholder and we are parties protect and enforce in its
own name its
rights arising under its bonds on the basis of (a) a certificate issued by its custodian (i) stating the full name and address of the bondholder, (ii) specifying a principal
amount of bonds credited on the date of such statement to such bondholder's securities account maintained with such custodian and (iii) confirming that the custodian has given a written notice
to CBF or DTC, as the case may be, and the registrar containing the information
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pursuant
to (i) and (ii) and bearing acknowledgments of CBF or DTC and the relevant CBF accountholder or DTC participant and (b) a copy of the CBF global certificate or the DTC
global certificate certified as being a true copy by a duly authorized officer of CBF or DTC, as the case may be, or the registrar. For purposes of the foregoing, "custodian" means any bank or other
financial institution of recognized standing authorized to engage in securities custody business with which the bondholder maintains a securities account in respect of any bonds and includes CBF, DTC
and its participants, including any other clearing system which maintains an account with CBF or participates in DTC.
Language.
The conditions are written in the German language and accompanied by an English language translation. The German text will be
controlling
and binding. The English language translation is provided for convenience only.
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CLEARING AND SETTLEMENT
The information set forth below with respect to DTC, CBF, Euroclear or CBL, which are collectively referred to
as the clearing systems, is subject to any change in, or reinterpretation of, the rules, regulations and procedures of the clearing systems currently in effect. The information concerning the clearing
systems has been obtained from sources that we believe to be reliable, but neither we nor any manager named in the applicable pricing supplement take any responsibility for the accuracy thereof.
Investors wishing to use the facilities of any of the clearing systems are advised to confirm the continued applicability of the rules, regulations and procedures of the relevant clearing system. We
will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, interests in the bonds held through the facilities of any clearing system or
for maintaining, supervising or reviewing any records relating to such beneficial ownership interests of any bondholder.
Certification and Custody; Appointment of Registrar and Paying Agent
Clearing and settlement arrangements, including the existing links between CBF, Euroclear and CBL and an especially created link
between these systems and DTC, will provide investors access to four major clearing systems. At initial settlement, the bonds will be represented by two or more permanent global certificates without
interest coupons, which will not be exchangeable for definitive certificates representing individual bonds. One permanent global certificate, the CBF global certificate, will be issued in bearer form
and will represent the bonds held by investors electing to hold bonds through financial institutions that are accountholders in CBF ("CBF accountholders"). Euroclear and CBL participate in CBF, and,
accordingly, bonds held by investors electing to hold bonds through financial institutions that are participants in Euroclear ("Euroclear participants") and customers of CBL ("CBL customers") are thus
included in the CBF global certificate. The other permanent global certificate or certificates, the DTC global certificate, to be held by DBTCA as custodian for DTC, will be issued in registered form
in the name of Cede & Co., as nominee of DTC and will represent the bonds credited to accounts maintained with DTC by financial institutions that are participants in DTC ("DTC
participants"). The bonds are expected to be accepted for clearing and settlement through CBF and DTC on the closing date specified in the applicable pricing supplement.
The
bonds represented by the CBF global certificate and the DTC global certificate, respectively, will together equal the total aggregate principal amount of the bonds outstanding at any
time. When subsequent secondary market sales settle between the CBF and DTC clearing systems, such sales will be recorded in the register and shall be reflected by respective increases and decreases
in the principal amount of the CBF global certificate and the DTC global certificate.
The
bondholders as owners of legal co-ownership interests in the CBF global certificate or of beneficial interests in the DTC global certificate will not be entitled to have
bonds registered in their names, and will not receive or be entitled to receive physical delivery of definitive certificates representing individual bonds. However, we may issue definitive
certificates representing individual bonds in limited circumstances described under "The Clearing SystemsDTC."
We
will appoint Deutsche Bank Frankfurt as the registrar and paying agent for the bonds as described in greater detail under the heading "Description of the BondsRegistrar
and Paying Agent." Deutsche Bank Frankfurt as CBF accountholder provides the link between CBF and DTC through DBTCA.
Each
issue of bonds will be assigned an ISIN number, a common code, a WKN number and a CUSIP number, as set forth in the applicable pricing supplement.
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Payments
As described under "Description of the BondsRegistrar and Paying Agent," Deutsche Bank Frankfurt will act as our initial
paying agent for the bonds. Principal and interest payments on the bonds will be made to CBF in euro and to the registered holder in U.S. dollars or euro as set forth under "Description of the
BondsPayments." Any DTC bondholder will receive payments of principal and interest in respect of the bonds in U.S. dollars, unless such DTC bondholder elects to receive payments in euro
as set forth under "Description of the BondsPayments." All payments duly made by or on behalf of us to CBF and to, or to the order of, the registered holder, will discharge our liability
under the bonds to the extent of the sum or sums so paid. Therefore, after such payments have been duly made, neither we nor the paying agent has any direct responsibility or liability for the payment
of principal or interest on the bonds to the bondholders. Payments by DTC participants and indirect DTC participants (as defined under "The Clearing SystemsDTC") to owners of
beneficial interests in the DTC global certificate will be governed by standing instructions and customary practices, and will be the responsibility of the DTC participants or indirect DTC
participants as described below. Neither we nor the paying agent will have any responsibility or liability for any aspect of the records of DTC relating to or payments made by DTC on account of
beneficial interests in the DTC global certificate or for maintaining, supervising or reviewing any records of DTC relating to such beneficial interests. Substantially similar principles will apply
with regard to the CBF global certificate and payments to holders of interests therein.
The Clearing Systems
CBF
CBF is incorporated under the laws of the Federal Republic of Germany and acts as a specialized depository and clearing organization.
As depository and bank, CBF is subject to regulation and supervision by the Federal Financial Supervisory Authority (
Bundesanstalt für
Finanzdienstleistungsaufsicht
). Furthermore, CBF is a designated clearing and settlement system, as defined in Article 10 of the EU Directive on Settlement Finality (EC
98/26), and as such subject to the supervision of the German Federal Bank (
Deutsche Bundesbank).
CBF
holds securities for its accountholders and facilitates the clearing and settlement of securities transactions between its CBF accountholders through electronic
book-entry changes in securities accounts free of payment or simultaneously against payment in euro via the payment system TARGET2 with same-day value. Thus, the need for
physical delivery of certificates is eliminated.
CBF
provides to the CBF accountholders, among other things, services for safekeeping, administration, clearing and settlement of domestic German and internationally traded securities and
collateral management services. CBF accountholders are regulated banking and financial institutions located in the Federal Republic of Germany including German branches of non-German
banking and financial institutions and other clearing and settlement organizations. Indirect access to CBF is available to others such as the managers (as defined in "Subscription and Sale" in the
applicable pricing supplement), securities brokers and dealers, banks, trust companies, clearing corporations and others, including organizations that clear through or maintain custodial relationships
with CBF accountholders, either directly or indirectly.
DTC
DTC 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 U.S. Securities Exchange Act of 1934, as amended. DTC holds securities that DTC participants deposit with DTC.
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DTC
also facilitates the post-trade settlement among DTC participants of sales and other securities transactions in deposited securities, through electronic computerized
book-entry transfers and pledges between DTC participants' accounts. This eliminates the need for physical movement of securities certificates. DTC participants include both U.S. and
non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC is, in turn, owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly
("indirect DTC participants"). The DTC Rules applicable to its participants are on file with the Securities and Exchange Commission.
Purchases
of bonds under the DTC system must be made by or through direct DTC participants, which will receive a credit for the bonds on DTC's records. The ownership interest of each
beneficial owner of bonds in DTC is, in turn, to be recorded on the direct and indirect DTC participants' records. Beneficial owners will not receive written confirmations from DTC of their purchase.
Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect DTC
participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the bonds are to be accomplished by entries made on the books of direct and indirect
DTC participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in bonds, except in certain limited circumstances set
forth below.
To
facilitate subsequent transfers, all bonds deposited by direct DTC participants with DTC are registered in the name of DTC's nominee, Cede & Co., or such other name as
may be requested by an authorized representative of DTC. The deposit of bonds with DTC and their registration in the name of Cede & Co., or such other DTC nominee, do not effect any
change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the bonds; DTC's records reflect only the identity of the direct DTC participants to whose accounts such bonds
are credited, which may or may not be the beneficial owners. The direct and indirect DTC participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance
of notices and other communications by DTC to direct DTC participants, by direct DTC participants to indirect DTC participants, and by direct DTC participants and indirect DTC
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.
Payment
of principal of and interest on the bonds will be made to Cede & Co., or any other DTC nominee. DTC's practice is to credit direct DTC participants' accounts upon
DTC's receipt of funds and corresponding detail information from us or the paying agent, on the relevant payment date in accordance with their respective holdings shown on DTC's records. Payments by
DTC participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of such DTC participant and not of DTC, the paying agent, or us, subject to any statutory or regulatory requirements as may be in effect from time to
time. Payment of principal of and interest on the bonds to Cede & Co., or any other DTC nominee, is our or the paying agent's responsibility, disbursement of such payments to direct DTC
participants will be the responsibility of
DTC, and disbursement of such payments to the beneficial owners will be the responsibility of direct and indirect DTC participants.
DTC
may discontinue providing its services as depository with respect to the bonds at any time by giving reasonable notice to us or the paying agent. Under such circumstances, in the
event that a
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successor
depository is not obtained, definitive certificates representing individual bonds are required to be printed and delivered.
CBL
CBL is incorporated under the laws of Luxembourg. CBL holds securities for its customers and facilitates the clearing and settlement of
securities transactions between CBL customers through electronic book-entry changes in accounts of CBL customers, thereby eliminating the need for physical movement of certificates.
Transactions may be settled in CBL in various currencies, including euros. CBL provides to its customers, among other things, services for safekeeping, administration, clearing and settlement of
internationally traded securities and securities lending and borrowing to CBL customers. CBL also deals with domestic securities markets in many countries through established depository and custodial
relationships.
CBL
is registered as a bank in Luxembourg and, as such, is subject to regulation by the
Commission de Surveillance du Secteur Financier
,
which supervises Luxembourg banks. CBL, as operator of a securities settlement system under Luxembourg law, is also supervised by the Central Bank of Luxembourg.
CBL
customers are financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations and may include the
managers. Indirect access to CBL is available to other institutions that clear through or maintain a custodial relationship with an accountholder of CBL. CBL has established an electronic bridge with
Euroclear to facilitate settlement of trades between CBL and Euroclear.
Distributions
with respect to bonds held beneficially through CBL will be credited to cash accounts of CBL customers in accordance with CBL's rules and procedures.
Euroclear
Euroclear holds securities and book-entry interests in securities for participating organizations and facilitates the
clearing and settlement of securities transactions between Euroclear participants as defined in the Terms and Conditions Governing Use of Euroclear as amended from time to time and between Euroclear
participants and participants of certain other securities settlement systems through electronic book-entry changes in accounts of such participants or through other securities
intermediaries.
Euroclear
provides Euroclear participants, among other things, with safekeeping, administration, clearing and settlement, securities lending and borrowing, and related services.
Euroclear participants are investment banks, securities brokers and dealers, banks, central banks, supranationals, custodians, investment managers, corporations, trust companies and certain other
organizations. Certain of the managers may be Euroclear participants.
Clearing and Settlement.
Although Euroclear 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 securities settlement systems, it is under no obligation to perform or continue to perform such procedures and such
procedures may be modified or discontinued at any time.
Initial Distribution.
Investors electing to acquire bonds through an account with Euroclear or some other securities intermediary must
follow the
settlement procedures of such an intermediary with respect to the settlement of new issues of securities. Bonds to be acquired against payment through an account with Euroclear will be credited to the
securities clearing accounts of the respective Euroclear participants in the securities processing cycle for the business day following the settlement date for value as of the settlement date.
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Secondary Market.
Investors electing to acquire, hold or transfer bonds through an account with Euroclear or some other securities
intermediary must
follow the settlement procedures of such an
intermediary with respect to the settlement of secondary market transactions in securities. Euroclear will not monitor or enforce any transfer restrictions with respect to the bonds offered herein.
Custody.
Investors who are participants in the Euroclear system may acquire, hold or transfer interests in the bonds by book-entry to
accounts with Euroclear. Investors who are not participants in the Euroclear system may acquire, hold or transfer interests in the bonds through accounts with a participant in the Euroclear system or
any other securities intermediary that holds a book-entry interest in the bonds through one or more securities intermediaries standing between such other securities intermediary and
Euroclear.
Custody Risk.
Investors that acquire, hold and transfer interests in the bonds by book-entry through accounts with Euroclear or any
other
securities intermediary are subject to the laws and contractual provisions governing their relationship with their securities intermediary, as well as the laws and contractual provisions governing the
relationship between such securities intermediary and each other securities intermediary, if any, standing between such securities intermediary and Euroclear.
Global Clearing and Settlement Procedures
Initial Settlement
The CBF global certificate and the DTC global certificate, respectively, will be delivered at initial settlement to CBF and the
custodian for DTC, respectively. Customary settlement procedures will be followed for participants of each system at initial settlement. Primary market purchasers are required to pay for the bonds in
euro unless otherwise arranged. See "Information on Currency Conversion and Foreign Exchange ExposureCurrency Conversion."
Settlement
procedures applicable to the domestic euro-denominated bond market will be followed for primary market purchasers that are CBF accountholders, and bonds will be
credited to
their securities accounts on the settlement date against payment in euro in same-day funds. Investors electing to hold the bonds through Euroclear or CBL accounts will follow the
cross-border settlement procedures for the German market. Bonds will be credited to the securities clearance accounts of Euroclear and CBL holders on the issue date and, in case of settlement against
payment, the related cash will be booked with value date equal to the relevant issue date.
Primary
market purchasers that are DTC participants can have their securities accounts with DTC credited with bonds (i) "free of payment" if they have arranged for payment in euro
outside DTC and (ii) against payment in U.S. dollars in same-day funds on the settlement date through DTC's settlement system.
Secondary Market
The following paragraphs set forth the procedures governing settlement of secondary market sales of securities such as the bonds in
effect on the date hereof.
Secondary Market Sales of Bonds for Settlement within each Clearing System and between Euroclear Participants and CBL Customers
. These
sales will be settled in accordance with the rules and procedures established by that system. Settlement within CBF of regular sales at the stock exchange in Frankfurt will be made on a two
business-day basis. Sales to be settled within Euroclear or CBL and between Euroclear and CBL will normally settle on a three-day basis unless parties specify a different
period, which may be as short as two days. DTC is a U.S. dollar-based system but sales may be settled in other currencies on a free-delivery basis. Sales to be settled within DTC
denominated in U.S. dollars can settle on a same-day basis; in the case of non-U.S. dollar denominated sales within DTC, the bonds can be delivered same-day, but
payment will be made outside DTC.
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Secondary Market Sales between CBF Accountholders and Euroclear Participants or CBL Customers
. These sales will be effected through CBF in
accordance with CBF's rules and through the CBF accounts of Euroclear or CBL, as the case may be. These trades normally settle on a three-day basis, unless parties specify a different
period, which may be as short as two days.
Secondary Market Sales from a DTC Participant to a CBF Accountholder or a Euroclear Participant or CBL Customer
. Two days prior to a
settlement, a DTC participant selling bonds to a CBF accountholder or a Euroclear participant or CBL customer will notify DBTCA of the settlement instructions and will deliver the bonds to DBTCA by
means of DTC's Deliver Order procedures. DBTCA will send the settlement instructions to Deutsche Bank Frankfurt. One day prior to settlement, Deutsche Bank Frankfurt will enter delivery-versus-payment
instructions into CBF for settlement through its CBF transfer account; the Euroclear participant or CBL customer will instruct its clearing system to transmit receipt-versus-payment instructions to
CBF, and the CBF accountholder will transmit such instructions directly to CBF, with DBTCA as counterparty. On the settlement date, the DTC participant will input a Deposit/Withdrawal at Custodian
("DWAC") transaction to remove the bonds to be sold from its DTC securities account; matched and pre-checked trades are settled versus paymentthe CBF accountholder's or CBL
customer's or Euroclear participant's securities clearance account is credited same-day value, and Deutsche Bank Frankfurt causes the DTC participant's pre-specified euro
account at Deutsche Bank Frankfurt to be credited for same-day value, or any other euro account pre-specified by such DTC participant for value the next day. On the settlement
date, Deutsche Bank Frankfurt will (i) decrease the amount of notes registered in the name of Cede & Co. and (ii) increase the amount of notes issued via CBF.
Secondary Market Sales from a CBF Accountholder or a Euroclear Participant or CBL Customer to a DTC Participant
. Two days prior to
settlement, a DTC participant will send Deutsche Bank Securities Corporation, Securities Operations, acting as processing agent for DBTCA, the details of the transaction for transmittal to Deutsche
Bank Frankfurt and instruct its bank to fund Deutsche Bank Frankfurt's euro account one day prior to settlement.
A
Euroclear participant or CBL customer will instruct its clearing system no later than one day prior to settlement to transmit delivery-versus-payment instructions to CBF, and a CBF
accountholder will transmit one day prior to settlement such instructions directly to CBF, naming Deutsche Bank Frankfurt as counterparty with further credit to DTC. At the same time (i.e., one
day prior to settlement), Deutsche Bank Frankfurt will transmit settlement to CBF.
On
the settlement day, upon settlement of the trade in CBF, Deutsche Bank Frankfurt will inform DBTCA of such settlement; the DTC participant will initiate a DWAC deposit transaction for
DBTCA to approve, resulting in a deposit of bonds in the DTC participant's securities account same-day value. The CBF accountholder or Euroclear participant's or CBL customer's accounts
are credited with the sales proceeds same-day value. On the settlement date, Deutsche Bank Frankfurt will (i) decrease the amount of notes issued via CBF and (ii) increase
the amount of notes registered in the name of Cede & Co.
Settlement
in other currencies between the DTC and CBF systems is possible using free-of-payment transfers to move the bonds, but funds movements will take place
separately.
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INFORMATION ON CURRENCY CONVERSION AND FOREIGN EXCHANGE EXPOSURE
Currency Conversion
Initial purchasers are required to pay for the bonds in euro. Each manager may, under certain terms and conditions, arrange for the
conversion of U.S. dollars into euro to enable U.S. purchasers to pay for the bonds. Each such conversion will be made by such manager on such terms and subject to such conditions, limitations and
charges as such manager may from time to time establish in accordance with its regular foreign exchange practices, and subject to any applicable laws and regulations. All costs of conversion will be
borne by such purchasers of the bonds. See also "Foreign Exchange Exposure." For the specific payment procedures in connection with the payments to be made by us under the bonds, see
"Description of the BondsPayments."
Foreign Exchange Exposure
For U.S. investors whose financial activities are denominated principally in U.S. dollars, an investment in the bonds entails certain
risks that are not associated with a similar investment in a security denominated in U.S. dollars. These risks include, without limitation, the possibility of significant changes in the rate of
exchange between the U.S. dollar and the euro, and the possibility of the imposition or modification of foreign exchange controls by either the United States or the European Central Bank. In recent
years, the exchange rate between the U.S. dollar and the euro has fluctuated. Fluctuations in the exchange rate that have occurred in the past, however, are not necessarily indicative of fluctuations
in the exchange rate that may occur during the term of the bonds. Depreciation of the euro against the U.S. dollar would result in a decrease in the U.S. dollar-equivalent yield of a bond, in the U.S.
dollar-equivalent value of the principal repayable at maturity of such bond and generally in the U.S. dollar-equivalent market value of such bond, while appreciation of the euro would have the
opposite effects.
The
relative strength or weakness of the euro is dependent upon, among other things, economic developments in the EU member states participating in the European Economic and Monetary
Union.
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SUBSCRIPTION AND SALE
Subscription Agreement
As specified in more detail in the applicable pricing supplement, we expect that the managers named in the applicable pricing
supplement will agree with us, severally and not jointly, pursuant to a subscription agreement, to subscribe and pay for the bonds according to the terms described in the applicable pricing
supplement. We expect that the managers will commit to take and pay for all of the bonds, if any are taken, under the terms and conditions of the subscription agreement. We may also agree to bear
certain costs and expenses incurred by the managers in connection with the issue, subscription and offering of the bonds. After the initial public offering, the price to public may be changed.
Certain Selling Restrictions
The bonds shall only be offered for sale in those jurisdictions in the United States, Europe, Asia and elsewhere where it is legal to
make such offers. Unless otherwise provided in the applicable pricing supplement, the following selling restrictions will apply to the bonds.
European Economic Area.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive
(each, a
"Relevant Member State"), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), we expect that
each manager will represent and agree not to make an offer of the bonds to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation
Date, make an offer of the bonds to the public in that Relevant Member State at any time in any circumstances which do not require the publication by us of a prospectus pursuant to
(i) Article 3(2) of the Prospectus Directive or (ii) any applicable national law of that Relevant Member State; whereby the expression an "offer of the bonds to the public" in
relation to any bonds in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the bonds to be offered so as to enable
an investor to decide to purchase or subscribe the bonds, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State;
the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes
any relevant implementing measure in each Relevant Member State; and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
United Kingdom.
We expect that each manager will represent and agree that: (a) it has only communicated or caused to be
communicated and will
only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the
"FSMA")) received by it in connection with the issue or sale of such bonds in circumstances in which Section 21(1) of the FSMA does not apply to us; and (b) it has complied and will
comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the bonds in, from or otherwise involving the United Kingdom.
United States.
We expect that each manager will agree that in connection with any offering and distribution of the bonds and the
distribution of the
prospectus and any other offering material relating to these bonds in the United States such manager will comply with and cause any of its affiliates which offers or sells bonds in the United States
to comply with applicable United States law and any applicable laws, rules and regulations of any relevant state jurisdiction.
Japan.
We expect that each manager will acknowledge and agree that the bonds have not been and will not be registered under the
Financial Instruments
and Exchange Act (Law No. 25 of 1948, as amended, the "Financial Instruments and Exchange Act"), and that it will not offer or sell any bonds,
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directly
or indirectly, in Japan or to, or for the benefit of, any Japanese person or to others, for re-offering or resale, directly or indirectly, in Japan or to any Japanese person,
except in each case pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act of Japan and any other applicable laws
and regulations of Japan. For purposes of this paragraph, "Japanese person" means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.
Canada.
We expect that each manager will represent and agree that it has not offered or sold, and it will not offer or sell any bonds,
directly or
indirectly, in Canada or any province or territory thereof or to, or for the benefit of, any resident of Canada in contravention of the securities laws and regulations of the provinces and territories
of Canada and will represent that any offer of bonds in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the province or territory of Canada in
which such offer is made. Each manager is further expected to represent and agree that it has not and it will not distribute or deliver the prospectus or any other offering material relating to the
bonds in Canada or to any resident of Canada in contravention of the securities laws and regulations of the provinces and territories of Canada. Each manager is also expected to represent and agree
that it will send to any dealer who purchases from it any bonds a notice stating in substance that, by purchasing such bonds, such dealer represents and agrees that it has not offered or sold, and it
will not offer or sell any bonds, directly or indirectly, in Canada or any province or territory thereof or to, or for the benefit of, any resident of Canada in contravention of the securities laws
and regulations of the provinces and territories of Canada, that any offer of bonds in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the
province or territory of Canada in which such offer is made and that it has not and it will not distribute or deliver the prospectus or any other offering material relating to the bonds in Canada or
to any resident of Canada in contravention of the securities laws and regulations of the provinces and territories of Canada, and that such dealer will deliver to any other dealer to which it sells
any such bonds a notice to the foregoing effect.
Hong Kong.
We expect that each manager will represent and agree that (a) it has not offered and sold, and will not offer or sell,
in Hong
Kong, by means of any document, any bonds other than (i) to persons whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, or (ii) in
circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong ("CO") or (iii) to "professional investors" within the
meaning of the Securities and Futures Ordinance (Cap. 571) ("SFO") and any rules made under the SFO, or (iv) in other circumstances which do not result in the document being a "prospectus"
within the meaning of the CO; and (b) it has not issued, or had in its possession for the purposes of issue, and will not issue, or have in its possession for the purpose of issue (in each case
whether in Hong Kong or elsewhere), any advertisement, invitation or document relating to the bonds, which is directed at, or the contents of which are likely to be accessed or read by, the public in
Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to bonds which are or are intended to be disposed of only to persons outside Hong Kong or only to
"professional investors" within the meaning of the SFO and any rules made under the SFO.
Public Offer.
We expect that each manager will acknowledge that (other than in the United States) no action has been or will be taken in
any
jurisdiction by the managers or us that would permit a public offering of the bonds, or possession or distribution of the prospectus or any other offering material relating to the bonds, in any
jurisdiction where action for those purposes is required. Each manager is expected to comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers, sells,
distributes or delivers bonds or has in its possession or distributes the prospectus or any other offering material relating to the bonds and will obtain or make, give or fulfill any consent,
approval, registration, notice, permission or other regulatory requirement required by it or us for the purchase, offer, sale, distribution or delivery of the bonds and the possession or distribution
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of
the prospectus or any other offering material relating to the bonds under the laws and regulations in force in any jurisdiction to which it is subject or in or from which it makes any such
purchase, offer, sale, distribution or delivery, in all cases at its own expense.
Other Provisions
Conditions.
We expect that the subscription agreement will provide that the obligations of the managers are subject to certain
conditions, including
approval of certain legal matters by counsel. In addition, the managers may have the right, after consultation with us, to terminate the subscription agreement at any time prior to the payment of the
purchase price if there shall have been such a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would in their view be
likely to prejudice materially the success of the offering and distribution of the bonds or dealing in the bonds in the secondary market.
No Established Trading Market.
The bonds will be a new issue of securities with no established trading market. We expect that
application will be
made to list the bonds on the regulated market (
regulierter Markt
) of the Frankfurt Stock Exchange. We expect that the managers will intend to make a
market in the bonds. The managers may agree to do so but may discontinue market making at any time. No assurance can be given as to the liquidity of the trading market for the bonds.
Stabilization.
In connection with this offering of bonds, we may appoint a stabilization manager. The stabilization manager or any
person acting for
it may purchase and sell the bonds in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve
the sale by the stabilization manager or any person acting for it of a greater number of the bonds than they are required to purchase in the offering. Stabilizing transactions consist of certain bids
or purchases made for the purpose of preventing or retarding a decline in the market price of the bonds while the offering is in progress.
The
stabilization manager may also impose a penalty bid, which occurs when a particular manager repays to the stabilization manager a portion of the underwriting discount received by it
because the stabilization manager or any person acting for it has repurchased bonds sold by or for the account of such manager in stabilizing or short covering transactions.
These
activities by the stabilization manager or any person acting for it may stabilize, maintain or otherwise affect the market price of the bonds. As a result, the price of the bonds
may be higher than
the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the stabilization manager or any person acting for it at any time. These
transactions may be effected in the over-the-counter market or otherwise.
Delivery and Settlement
It is expected that delivery of the bonds will be made upon the instructions of the managers against payment on or about the date
specified in the penultimate paragraph of the cover page of the applicable pricing supplement, which we expect to be later than the third New York business day following the date of pricing of the
bonds. Under Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to
settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, if any purchaser wishes to trade bonds on the date of pricing of the bonds or the succeeding
business days up to three days prior to the date of delivery of the bonds, it may be required, by virtue of the fact that the bonds will initially settle later than on the third New York business day
following the date of pricing of the bonds or any other day as specified in the applicable pricing supplement, to specify an alternative settlement cycle at the time of any such trade to prevent a
failed settlement. Purchasers of the bonds who wish to trade the bonds on any day for which settlement within three New York business days would not be possible should consult their own advisors.
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KfW, Frankfurt/Main, Federal Republic of Germany
Debt Securities
KfW, also known as Kreditanstalt für Wiederaufbau, an institution organized under public law of the Federal Republic of
Germany, may from time to time offer debt securities. The securities may consist of notes or bonds. The securities also may, at the option of KfW, be convertible into other securities issued by
KfW or exchangeable for securities of other issuers. The securities will be unconditional obligations of KfW.
Pursuant
to the Law Concerning KfW (
Gesetz über die Kreditanstalt für Wiederaufbau
), the securities will
benefit from a statutory guarantee of the Federal Republic of Germany.
For
each offer and sale of securities under this prospectus, we will provide a prospectus supplement and, if applicable, a pricing supplement with the specific terms of each issue.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is May 20, 2011
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