General Information Regarding Senior Debt
Funding Notes
,
Series E
We refer to the Senior
Debt Funding Notes, Series E offered under this prospectus supplement as our “
Series E notes
” or the “
notes
,”
which are a separate series of our debt securities. We refer to the offering of the Series E notes as our “
Series E program
.”
Investors should carefully read the general terms and provisions of our debt securities in “Description of Debt Securities
— Senior Debt Funding Securities” in the accompanying prospectus. This section supplements that description.
A pricing supplement
to this prospectus supplement will add specific terms for each issuance of notes and may modify or replace any of the information
in this section and in
“
Description of Debt Securities — Senior Debt Funding Securities
”
in the
accompanying prospectus
.
If the pricing supplement is inconsistent with this prospectus supplement or the accompanying prospectus
,
the terms in the pricing supplement will control with regard to the note you purchase
.
Therefore
,
the statements
made in this prospectus supplement may not be the terms that apply to the note you purchase
.
We Will Issue
Notes Under the Senior Debt Funding Indenture
. The Series E notes issued under our Series E program will be governed by
the senior debt funding indenture, dated as of July 30, 2018, among us, Delaware Trust Company, as trustee, and Deutsche Bank Trust
Company Americas, as paying agent, authenticating agent, issuing agent and registrar, as may be amended and supplemented from time
to time (the “
Indenture
”) (see “Description of Debt Securities — Senior Debt Funding Securities
— The Senior Debt Funding Indenture” in the accompanying prospectus). The notes issued under the Indenture will constitute
a single series under that Indenture, together with any notes we have issued in the past or that we issue in the future under that
Indenture that we designate as being part of that series. From time to time, we may create and issue additional notes with the
same terms as previous Series E notes, so that the additional notes will be considered as part of the same issuance as the earlier
notes;
provided
that, if any such additional notes are not fungible with the earlier notes for U.S. federal income tax purposes,
they will be issued under a separate CUSIP or other identifying number.
By acquiring any
notes
,
you will be bound by and will be deemed to consent to the imposition of any Resolution Measure
(
as described
in the accompanying prospectus
)
by the competent resolution authority
,
which may include the write down of all, or
a portion, of any payment on the notes or the conversion of the notes into ordinary shares or other instruments of ownership
.
Please see the section
“
Risk Factors
”
beginning on page 19 in the accompanying prospectus and the
section
“
Resolution Measures
”
beginning on page 76 in the accompanying prospectus for more information
.
Outstanding Indebtedness
of the Bank
. The Indenture does not limit the amount of additional indebtedness that we may incur.
How the Notes
Rank Against Other Debt.
The notes will constitute our unsecured and unsubordinated obligations ranking
pari passu
among themselves and
pari passu
with all of our other unsecured and unsubordinated obligations, subject, however, to statutory
priorities conferred upon certain unsecured and unsubordinated obligations in the event of any Resolution Measures imposed on us
or in the event of our dissolution, liquidation, insolvency or composition, or if other proceedings are opened for the avoidance
of the insolvency of, or against, us; and pursuant to Section 46f(5) of the German Banking Act (
Kreditwesengesetz
), the
obligations under the notes will rank in priority to our senior non-preferred obligations under any of our debt instruments (
Schuldtitel
)
within the meaning of Section 46f(6) sentence 1 of the German Banking Act (including the senior non-preferred obligations under
any such debt instruments that we issued before July 21, 2018 and that are subject to Section 46f(9) of the German Banking Act)
or any successor provision.
Qualification
as “Eligible Liabilities”.
The notes are intended to qualify as eligible liabilities instruments for the minimum
requirement for own funds and eligible liabilities as described and provided for in the bank regulatory capital provisions to which
we are subject, including restrictions on the aggregate amount of similar instruments that we may use for such purposes, but do
not constitute senior non-preferred debt instruments within the meaning of Section 46f(6) sentence 1 of the German Banking Act.
Office Substitution.
If specified in the applicable pricing supplement, we may, without the consent of the holders or the trustee, designate our head
office or another branch of ours (in this paragraph, we refer to each of our head office or any of our branches as an “
office
”)
as substitute for the office through which we have acted to issue such series with the same effect as if such substitute office
had been originally named as the office through which we had acted to issue such series for all purposes under the Indenture and
such series. In order to give effect to such a substitution, we will give notice of the substitution to the trustee and the holders
of such series of notes. With effect from the substitution date, such substitute office will, without any amendment of such series
of notes or entry into any supplemental indenture, assume all of the obligations of the originally-named office as principal obligor
under such series of notes. The applicable pricing supplement will include a reference to office substitution if included as a
term of a series of notes.
This Section
Is Only a Summary
. The accompanying prospectus and this prospectus supplement provide only summaries of the Indenture’s
material terms. They do not, however, describe every aspect of the Indenture and the notes. The Indenture and its associated documents,
including the applicable note, contain the full legal text of the matters described in this section and in the accompanying prospectus.
A copy of the Indenture has been filed with the Securities and Exchange Commission (the “
SEC
”) as part of the
registration statement for the notes.
Some Frequently
Used Definitions
. We have defined some of the terms that we use frequently in this prospectus supplement below:
A “
business day
”
means, unless otherwise stated in the applicable pricing supplement, for any note, any day other than a day that is (i) a
Saturday or Sunday, (ii) a day on which banking institutions generally in The City of New York or London, England are authorized
or obligated by law, regulation or executive order to close or (iii) a day on which transactions in dollars are not conducted
in The City of New York or London, England; and, in addition, for LIBOR notes only, a London Banking Day.
“
Clearstream
,
Luxembourg
”
means Clearstream Banking,
société anonyme,
Luxembourg
.
“
Depositary
”
means The Depository Trust Company, New York, New York.
“
Designated LIBOR Currency
”
means the currency specified in the applicable pricing supplement as to which LIBOR shall be calculated or, if no such currency
is specified in the applicable pricing supplement, U.S. dollars.
“
Euroclear operator
”
means Euroclear Bank SA/NV, as operator of the Euroclear System.
“
Euro
-
zone
” means the region
comprising member states of the European Union that have adopted a single currency in accordance with the relevant treaty of the
European Union, as amended.
An “
interest payment
date
” for any note means a date on which, under the terms of that note, regularly scheduled interest is payable.
A “
London Banking Day
”
means any day on which dealings in deposits in the Designated LIBOR Currency are transacted in the London interbank market.
A “
New York Banking
Day
” means, unless otherwise stated in the applicable pricing supplement, for any note, any day except a Saturday,
Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized
or required by law or executive order to close.
The “
record date
”
for any interest payment date is, (a) in the case of global notes, the date that is one New York Banking Day immediately preceding
the relevant date of payment with respect to such interest payment date and, (b) in the case of certificated notes, the date
that is 15 calendar days prior to that interest payment date, whether or not that day is a business day, unless otherwise specified
in the applicable pricing supplement. However, upon maturity
or redemption, the paying agent will pay any interest due to the holder to whom it pays the principal of the note.
The term “
Reuters page
”
means the display on Reuters 3000 Xtra, or any successor service, on the page or pages specified in this prospectus supplement
or the relevant pricing supplement, or any replacement page or pages on that service.
“
TARGET2
”
means the Trans-European Automated Real-time Gross Settlement Express Transfer System.
“
TARGET Settlement Day
”
means any day on which TARGET2 is operating.
References in this
prospectus supplement to “
U
.
S
.
dollar
,” “
U
.
S
.
$
” or “
$
”
are to the currency of the United States of America. References in this prospectus supplement to “
euro
” or “
€
”
are to the single currency introduced at the commencement of the third stage of the European Economic and Monetary Union pursuant
to the treaty establishing the European Community, as amended.
Types of Notes
We may issue the following
types of notes:
Fixed Rate Notes
A note of this type
will bear interest at a fixed rate described in the applicable pricing supplement. This type includes zero coupon notes, which
bear no interest.
Floating Rate Notes
A note of this type
will bear interest at rates that are determined by reference to an interest rate formula. In some cases, the rates may also be
adjusted by adding or subtracting a spread or multiplying by a spread multiplier. The various interest rate formulas and these
other features are described below under “— Interest Rates — Floating Rate Notes.” If the note you purchase
is a floating rate note, the formula and any adjustments that apply to the interest rate will be specified in the pricing supplement.
Terms Specified in Pricing Supplements
A pricing supplement
generally will specify the following terms of any issuance of our Series E notes to the extent applicable:
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the specific designation of the notes;
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the issue price (price to public);
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the aggregate principal amount, purchase
price and denomination;
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the original issue date;
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the stated maturity date and any terms
related to any postponing or shortening of the maturity date to account for days that are not business days;
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whether the notes are fixed rate notes
or floating rate notes;
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for fixed rate notes, the rate per year
at which the notes will bear interest, if any, or the method of calculating that rate and the dates on which interest will be payable;
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for floating rate notes, the base rate,
the index maturity, the spread, the spread multiplier, the initial interest rate, the interest reset periods, the interest payment
dates and any other terms relating to the particular method of calculating the interest rate for the note;
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whether the notes may be redeemed, in whole
or in part, at our option prior to the stated maturity date, and the terms of any redemption;
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the circumstances, if any, under which
we will pay additional amounts on the notes for any tax, assessment or governmental charge withheld or deducted and, if so, whether
we will have the option to redeem those notes rather than pay the additional amounts; and
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any other terms on which we will issue
the notes.
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Form
,
Legal Ownership and Denomination
of Notes
Form
.
We will issue notes in fully registered, global (
i
.
e
., book-entry) form only, unless we specify otherwise in the
applicable pricing supplement. Notes in book-entry form will be represented by a global note registered in the name of the Depositary
or its nominee, which will be the sole registered owner and the holder of all the notes represented by the global note. An investor
therefore will not be a holder of the note, but will own only beneficial interests in a global note, which are held by means of
an account with a broker, bank or other financial institution that in turn has an account as a “participant” in the
Depositary or with another institution that does. The Depositary maintains a computerized, book-entry system that will reflect
the interests in the global notes held by participants in its book-entry system. An investor’s beneficial interest in the
global notes will, in turn, be reflected only in the records of the Depositary’s direct or indirect participants though an
account maintained by the investor with such participant.
Except as set forth
in the accompanying prospectus under “Forms of Securities — Global Securities,” you may not exchange registered
global notes or interests in registered global notes for a certificate issued to you in definitive form (a “
certificated
note
”). A further description of the Depositary’s procedures for global notes representing book-entry notes is
set forth below under “The Depositary” and in the accompanying prospectus under “Forms of Securities —
Global Securities.”
Legal Ownership
.
The person or entity in whose name the notes are registered will be considered the holder and legal owner of the notes. Our obligations
under the Indenture, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, run
only to the registered holders of the notes. We do not have obligations to investors who own beneficial interests in global notes,
in street name or by any other indirect means. For example, once we make a payment or give a notice to the registered holder, we
have no further responsibility for that payment or notice even if that holder is required, under agreements with depositary participants
or customers or by law, to pass it along to the indirect holders (
e
.
g
., owners of beneficial interests), but does
not do so. Similarly, if we need to ask the holders of the notes to vote on a proposed amendment to the notes, we would seek approval
only from the registered holders, and not the indirect holders, of the notes.
Special Considerations
for Indirect Holders
. If you hold notes through a bank, broker or other financial institution, either in book-entry form
or in street name, you should check with your own institution to find out:
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how it handles securities payments and
notices;
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whether it imposes fees or charges;
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how it would handle voting if it were ever
required;
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whether and how you can instruct it to
send you notes registered in your own name so you can be a direct holder, if that is permitted; and
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how it would pursue rights under the notes
if there were a default or other event triggering the need for holders to act to protect their interests.
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Denominations
.
Unless we provide otherwise in the applicable pricing supplement, we will issue the notes in denominations of $1,000 or any amount
greater than $1,000 that is an integral multiple of $1,000.
Governing Law
.
The Indenture is, and the notes will be, governed by and construed in accordance with the laws of the State of New York, except
as may be otherwise required by mandatory provisions of law.
Interest Rates
Fixed Rate Notes
Each fixed rate note
will bear interest from the date of issuance at the annual rate stated on its face until the principal is paid or made available
for payment.
How Interest
Is Calculated
. Unless otherwise indicated in the applicable pricing supplement, interest on fixed rate notes will be computed
on the basis of a 360-day year of twelve 30-day months.
How Interest
Accrues
. Interest on fixed rate notes will accrue from, and including, the most recent interest payment date to which interest
has been paid or duly provided for, or, if no interest has been paid or duly provided for, from, and including, the issue date
or any other date specified in a pricing supplement on which interest begins to accrue. Interest will accrue to, but excluding,
the next interest payment date, or, if earlier, the date on which the principal has been paid or duly made available for payment,
except as described below under “— If a Payment Date is Not a Business Day.”
When Interest
Is Paid
. Payments of interest on fixed rate notes will be made on the interest payment dates specified in the applicable
pricing supplement. However, if the period of time between the issue date and the first interest payment date thereafter is less
than the period of time between a record date and an interest payment date, interest will not be paid on the first interest payment
date, but will be paid on the second interest payment date.
Amount of Interest
Payable
. Interest payments for fixed rate notes will include accrued interest from, and including, the date of issue or
from, and including, the last date in respect of which interest has been paid, as the case may be, to, but excluding, the relevant
interest payment date or date of maturity or earlier redemption, as the case may be.
If a Payment
Date is Not a Business Day
. If any scheduled interest payment date is not a business day, we will pay interest on the next
business day, but interest on that payment will not accrue during the period from and after the scheduled interest payment date.
If the scheduled maturity date or date of redemption is not a business day, we may pay interest, if any, and principal and premium,
if any, on the next succeeding business day, but interest on that payment will not accrue during the period from and after such
scheduled maturity date or date of redemption.
Floating Rate Notes
Each floating rate
note will mature on the date specified in the applicable pricing supplement.
Each floating rate
note will bear interest at a floating rate determined by reference to an interest rate or interest rate formula, which we refer
to as the “
base rate
.” The base rate may be one or more of the following:
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any other reference interest rate specified
in the applicable pricing supplement.
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Formula for Interest
Rates
. The interest rate on each floating rate note will be calculated by reference to:
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the specified base rate based on the index
maturity,
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plus or minus the spread, if any, and/or
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multiplied by the spread multiplier, if
any.
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For any floating rate
note, “
index maturity
” means the period of maturity of the instrument or obligation from which the base rate
is calculated and will be specified in the applicable pricing supplement. The “
spread
” is the number of basis
points (one one-hundredth of a percentage point) specified in the applicable pricing supplement to be
added
to, or
subtracted
from, the base rate for a floating rate note. The “
spread multiplier
” is the percentage specified, if any,
in the applicable pricing supplement by which the base rate will be
multiplied
to determine the applicable interest rate
for such floating rate note.
In addition, the interest
rate on a floating rate note may not be less than 0% per annum or higher than the maximum rate permitted by applicable New York
law, as that maximum rate may be modified by United States law of general application.
How Floating
Interest Rates Are Reset
. The interest rate in effect from the date of issue to the first interest reset date for a floating
rate note will be the initial interest rate specified in the applicable pricing supplement. We refer to this rate as the “
initial
interest rate
.” The interest rate on each floating rate note may be reset daily, weekly, monthly, quarterly, semiannually
or annually or on any other periodic basis described in the applicable
pricing
supplement. We refer to this period as the “
interest reset period
.” The “
interest reset date
”
in respect of each interest reset period will be the first day of each interest reset period, unless otherwise specified in the
applicable pricing supplement.
If any interest reset
date for any floating rate note would otherwise be a day that is not a business day, such interest reset date, unless otherwise
specified in the applicable pricing supplement, will be postponed to the next succeeding day that is a business day; except that,
in the case of an EONIA note, a EURIBOR note or a LIBOR note, if such business day is in the next succeeding calendar month, such
interest reset date, unless otherwise specified in the applicable pricing supplement, will be the immediately preceding business
day.
The interest rate applicable
to each interest reset period commencing on an interest reset date will be the rate per annum determined by the calculation agent
on the interest determination date. The “
interest determination date
” with respect to:
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EONIA and EURIBOR will be the second TARGET
Settlement Day preceding the applicable interest reset date; and
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LIBOR will be the second London Banking
Day preceding an interest reset date, unless the Designated LIBOR Currency is British pounds sterling, in which case the interest
determination date will be the applicable interest reset date.
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If the interest rate
for a floating rate note is determined by reference to two or more base rates, the interest determination date pertaining to such
note will be the most recent business day that is at least two business days prior to the applicable interest reset date for such
floating rate note on which each base rate is determinable. Each base rate will be determined as of such date, and the applicable
interest rate will take effect on the applicable interest reset date.
The interest rate in
effect for the ten calendar days immediately prior to maturity or redemption will be the one in effect on the tenth calendar day
preceding the maturity or redemption date.
In the detailed descriptions
of the various base rates which follow, the “
calculation date
” pertaining to an interest determination date
means the earlier of (1) the tenth calendar day after that interest determination date, or, if that day is not a business
day, the next succeeding business day, and (2) the business day immediately preceding the applicable interest payment date
or maturity date or, for any principal amount to be redeemed, any redemption date.
How Interest
Is Calculated
. Interest on floating rate notes will accrue from, and including, the most recent interest payment date to
which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from, and including,
the issue date or any other date specified in a pricing supplement on which interest begins to accrue. Interest will accrue to,
but excluding, the next interest payment date or, if earlier, the date on which the principal has been paid or duly made available
for payment, except as described below under “— If a Payment Date is Not a Business Day.”
Floating rate notes
will have a calculation agent, which will be Deutsche Bank AG, London Branch, unless otherwise specified in the applicable pricing
supplement. Upon the request of the holder of any floating rate note, the calculation agent will provide the interest rate then
in effect and, if determined, the interest rate that will become effective on the next interest reset date for that floating rate
note.
Unless otherwise specified
in the applicable pricing supplement, accrued interest will be calculated by
multiplying
the principal amount of the floating
rate note by an accrued interest factor. This accrued interest factor will be computed by
adding
the interest factors calculated
for each day in the period for which interest is being paid. The interest factor for each day is computed by
dividing
the
interest rate applicable to that day:
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by 360, in the case of EONIA notes, EURIBOR
notes and LIBOR notes (except for LIBOR notes with the Designated LIBOR Currency being specified as British pounds sterling);
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by 365, in the case of LIBOR notes with
the Designated LIBOR Currency being specified as British pounds sterling; and
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as otherwise specified in the applicable
pricing supplement.
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For these calculations,
the interest rate in effect on any interest reset date will be the applicable rate as reset on that date. The interest rate applicable
to any other day is the interest rate from the immediately preceding interest reset date or, if none, the initial interest rate.
All percentages used
in, or resulting from, any calculation of the rate of interest on a floating rate note will be rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point (
e
.
g
., 9.876545% (or 0.09876545) being rounded to 9.87655% (or 0.0987655)),
and all U.S. dollar amounts used in or resulting from these calculations on floating rate notes will be rounded to the nearest
cent (with one-half cent rounded upward).
When Interest
Is Paid
. We will pay interest on floating rate notes on the interest payment dates specified in the applicable pricing
supplement. However, if the period of time between the issue date and the first interest payment date thereafter is less than the
period of time between a record date and an interest payment date, interest will not be paid on the first interest payment date,
but will be paid on the second interest payment date.
If a Payment
Date Is Not a Business Day
. If any scheduled interest payment date, other than the maturity date or any earlier redemption
date, for any floating rate note falls on a day that is not a business day, it will be postponed to the following business day;
except that, in the case of an EONIA note, a EURIBOR note or a LIBOR note, if that business day would fall in the next calendar
month, the interest payment date will be the immediately preceding business day. If the scheduled maturity date or any earlier
redemption date of a floating rate note falls on a day that is not a business day, the payment of principal, premium, if any, and
interest, if any, will be made on the next succeeding business day, but interest on that payment will not accrue during the period
from and after such maturity or redemption date.
EONIA Notes
EONIA
notes will bear interest at an interest rate based on the Euro OverNight Index Average, which is commonly referred to as “EONIA,”
and any spread and/or spread multiplier
and will be subject to the minimum interest rate and the maximum interest rate,
if any.
EONIA
will be the effective overnight reference rate for euro, computed by the European Central Bank as a weighted average of all overnight
unsecured lending transactions in the interbank market, undertaken in the European Union and European Free Trade Association (EFTA)
countries, having an index maturity of one TARGET Settlement Day, commencing on the applicable interest reset date, as such rate
appears on Reuters page EONIA (or any other page as may replace Reuters page EONIA) as of 7:00 P.M., Central European Time, on
the applicable interest determination date.
The
following procedures will be followed if the rate cannot be determined as described above:
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If the calculation agent determines that EONIA has been discontinued or ceases to be calculated
or published, the calculation agent will, in its sole discretion, select an alternative reference rate as a substitute interest
rate for such EONIA notes; provided that if the calculation agent determines that there is an industry accepted successor interest
rate for EONIA, the calculation agent shall use such successor interest rate as the substitute interest rate for such EONIA notes.
As part of any such substitution, the calculation agent may make adjustments to the terms of such EONIA notes, including, but not
limited to, the definition of the base rate (including the related fallback mechanism), the applicable currency and/or index maturity
for such alternative reference rate, the spread or spread multiplier, as well as the business day convention, the definition of
business day, interest determination
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dates
and related provisions and definitions, in each case consistent with accepted market practice for the use of such alternative reference
rate for debt obligations such as the notes.
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If the calculation agent has not selected an alternative reference rate as a substitute interest
rate for EONIA notes as provided above, the following will apply:
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If the rate described in the second paragraph of this subsection
does not appear on Reuters page EONIA (or any other page as may replace Reuters page EONIA), or is not so published by 7:00 P.M.,
Central European Time, on the applicable interest determination date, EONIA for such interest determination date will be the rate
calculated by the calculation agent as the arithmetic mean of at least two quotations obtained by the calculation agent after requesting
the principal Euro-zone offices of four major banks in the Euro-zone interbank market, which may include us, as selected by the
calculation agent, to provide the calculation agent with its offered quotation for interbank term deposits in euro for a period
of one TARGET Settlement Day, commencing on the applicable interest reset date, to prime banks in the Euro-zone interbank market
at approximately 7:00 P.M., Central European Time, on the applicable interest determination date and in a principal amount not
less than the equivalent of U.S. $1,000,000 in euro that is representative for a single transaction in euro in such market at such
time.
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If fewer than two quotations are so provided, the rate on
the applicable interest determination date will be calculated by the calculation agent and will be the arithmetic mean of the rates
quoted at approximately 7:00 P.M., Central European Time, on such interest determination date by four major banks in the Euro-zone
interbank market, as selected by the calculation agent, for loans in euro to leading European banks for a period of one TARGET
Settlement Day, commencing on the applicable interest reset date and in principal amount not less than the equivalent of U.S. $1,000,000
in euro that is representative for a single transaction in euro in such market at such time.
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If
the banks so selected by the calculation agent are not providing quotations as set forth above, then the calculation agent, after
consulting such sources as it deems comparable to any of the foregoing quotations or display page, or any such source as it deems
reasonable from which to estimate EONIA, will determine EONIA for that interest determination date in its sole discretion.
EURIBOR Notes
EURIBOR notes will
bear interest at an interest rate based on the Euro Interbank Offered Rate, which is commonly referred to as “EURIBOR,”
and any spread and/or spread multiplier and will be subject to the minimum interest rate and the maximum interest rate, if any.
EURIBOR will be the
rate for interbank term deposits in euro, as sponsored, calculated and published jointly by the European Banking Federation and
ACI — The Financial Market Association, or any company established by the joint sponsors for purposes of compiling and publishing
such rate, having the index maturity specified in the applicable pricing supplement, commencing on the applicable interest reset
date, as such rate appears on Reuters page EURIBOR01 (or any other page as may replace Reuters page EURIBOR01) as of 11:00 A.M.,
Central European Time, on the applicable interest determination date.
The following procedures
will be followed if the rate cannot be determined as described above:
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If the
calculation
agent determines that EURIBOR with the index maturity specified in the relevant pricing supplement has been discontinued or ceases
to be calculated or published, the calculation agent will, in its sole discretion, select an alternative reference rate as a substitute
interest rate for such EURIBOR notes;
provided
that if the calculation agent determines that there is an industry accepted
successor interest rate for the discontinued EURIBOR, the calculation agent shall use such successor interest rate as the substitute
interest rate for such EURIBOR notes. As part of any such substitution, the calculation agent may make adjustments to the terms
of such EURIBOR notes, including, but not limited to, the definition of the base rate (including the related fallback mechanism),
the applicable currency and/or index maturity for such alternative reference rate, the spread or spread multiplier, as well as
the business day convention
, the definition of business day
, interest determination
dates and related provisions and definitions, in each case consistent with accepted market practice for the use of such alternative
reference rate for debt obligations such as the notes.
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If the
calculation
agent has not selected an alternative reference rate as a substitute interest rate for EURIBOR notes as provided above, the following
will apply:
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If the rate described in the second paragraph of this subsection
does not appear on Reuters page EURIBOR01 (or any other page as may replace Reuters page EURIBOR01), or is not so published by
11:00 A.M., Central European Time, on the applicable interest determination date, EURIBOR for such interest determination date
will be the rate calculated by the calculation agent as the arithmetic mean of at least two quotations obtained by the calculation
agent after requesting the principal Euro-zone (as defined below) offices of four major banks in the Euro-zone interbank market,
which may include us, as selected by the calculation agent, to provide the calculation agent with its offered quotation for interbank
term deposits in euro for the period of the index maturity designated in the applicable pricing supplement, commencing on the applicable
interest reset date, to prime banks in the Euro-zone interbank market at approximately 11:00 A.M., Central European Time, on the
applicable interest determination date and in a principal amount not less than the equivalent of U.S.$1,000,000 in euro that is
representative for a single transaction in euro in such market at such time.
|
|
o
|
If fewer than two quotations are so provided, the rate on the applicable
interest determination date will be calculated by the calculation agent and will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., Central European Time, on such interest determination date by four major banks in the Euro-zone interbank
market, as selected by the calculation agent, for loans in euro to leading European banks, having the index maturity designated
in the applicable pricing supplement, commencing on the applicable interest reset date and in principal amount not less than the
equivalent of U.S. $1,000,000 in euro that is representative for a single transaction in euro in such market at such time.
|
|
o
|
If the banks so selected by the calculation agent are not providing
quotations as set forth above, then the calculation agent, after consulting such sources as it deems comparable to any of the foregoing
quotations or display page, or any such source as it deems reasonable from which to estimate EURIBOR with the relevant index maturity,
will determine EURIBOR for that interest determination date in its sole discretion.
|
LIBOR Notes
LIBOR notes will bear
interest at an interest rate based on the London Interbank Offered Rate, which is commonly referred to as “LIBOR,”
and any spread and/or spread multiplier and will be subject to the minimum interest rate and the maximum interest rate, if any.
The calculation agent
will determine “LIBOR” for each interest determination date as follows:
|
·
|
LIBOR will be the arithmetic
mean of the offered rates appearing on Reuters page LIBOR01 (or any other page as may replace Reuters page LIBOR01), as of 11:00
A.M., London time, on the relevant interest determination date, for deposits of the Designated LIBOR Currency having the relevant
index maturity commencing on the relevant interest reset date, if at least two offered rates appear on Reuters page LIBOR01;
provided
that if Reuters page LIBOR01 by its terms provides only for a single rate, that single rate will be used. Your pricing supplement
will indicate the Designated LIBOR Currency, the index maturity and the reference page that apply to your LIBOR note. If no reference
page is mentioned in your pricing supplement, Reuters page LIBOR01 will apply to your LIBOR note.
|
The following procedures
will be followed if the rate cannot be determined as described above:
|
·
|
If the calculation
agent determines that LIBOR with the Designated LIBOR Currency and index maturity specified in the relevant pricing supplement
has been discontinued or ceases to be calculated or published, the calculation agent will, in its sole discretion, select an alternative
reference rate as a substitute interest rate for such LIBOR notes;
provided
that if the calculation agent determines that
there is an industry accepted successor interest rate for the discontinued LIBOR, the calculation agent shall use such successor
interest rate as the substitute interest rate for such LIBOR notes. As part of any such substitution, the calculation agent may
make adjustments to the terms of such LIBOR notes, including, but not limited to, the definition of the base rate (including the
related fallback mechanism), the applicable currency and/or index maturity for such alternative reference rate, the spread or spread
multiplier, as well as the business day convention
, the definition
of business day
, interest determination dates and related
|
provisions
and definitions, in each case consistent with accepted market practice for the use of such alternative reference rate for debt
obligations such as the notes.
|
·
|
If the calculation
agent has not selected an alternative reference rate as a substitute interest rate for LIBOR notes as provided above, the following
will apply:
|
|
o
|
If (a) fewer than two offered rates appear and Reuters page LIBOR01 does not by its terms provide
only for a single rate or (b) no rate appears and Reuters page LIBOR01 by its terms provides only for a single rate, then the calculation
agent will request the principal London offices of each of four major reference banks (which may include us or our affiliates)
in the London interbank market, as selected by the calculation agent, to provide the calculation agent with its offered quotation
for deposits in the Designated LIBOR Currency for the period of the index maturity specified in the applicable pricing supplement,
commencing on the applicable interest reset date, to prime banks in the London interbank market at approximately 11:00 A.M., London
time, on such interest determination date and in a principal amount that is representative for a single transaction in the Designated
LIBOR Currency in such market at such time. If at least two such quotations are so provided, then LIBOR on such interest determination
date will be the arithmetic mean of such quotations.
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|
o
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If fewer than two such quotations are so provided by the major reference banks, then LIBOR on such
interest determination date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., in the applicable principal
financial center, on such interest determination date by three major banks (which may include us or our affiliates) in such principal
financial center selected by the calculation agent for loans in the Designated LIBOR Currency to leading European banks, having
the index maturity specified in the applicable pricing supplement and in a principal amount that is representative for a single
transaction in the Designated LIBOR Currency in such market at such time.
|
|
o
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If the banks so selected by the calculation agent are not providing quotations as set forth above,
then the calculation agent, after consulting such sources as it deems comparable to any of the foregoing quotations or display
page, or any such source as it deems reasonable from which to estimate LIBOR with the relevant Designated LIBOR Currency and index
maturity, will determine LIBOR for that interest determination date
in its sole discretion
.
|
Interest and Principal Payments
Paying Agent
We have appointed Deutsche
Bank Trust Company Americas, 60 Wall Street, New York, NY 10005 as our current paying agent for the notes. We may appoint
one or more financial institutions to act as our paying agents at whose designated offices notes in certificated (
i
.
e
.,
definitive) form may be surrendered for payment at their maturity. We may add, replace or terminate paying agents from time to
time. We may also choose to act as our own paying agent. We will notify you of changes in the paying agents.
Payments of Interest
The paying agent will
pay interest, if any, to the person in whose name the note is registered at the close of business on the applicable record date.
However, upon maturity or redemption, the paying agent will pay any interest due to the person to whom it pays the principal of
the note. The paying agent will make the payment of interest on the date of maturity or redemption, whether or not that date is
an interest payment date. The paying agent will make the initial interest payment on a note on the first interest payment date
falling after the date of issuance. However, if the period of time between the issue date and the first interest payment date thereafter
is less than the period of time between a record date and an interest payment date, interest will not be paid on the first interest
payment date, but will be paid on the second interest payment date.
Book
-
entry
and other indirect owners should consult their banks or brokers for information on how they will receive payments on their notes
.
Payment Procedures
Payments on Global
Notes
. The paying agent will make payments of principal, premium, if any, and interest, if any, to the account of the Depositary,
as holder of the global notes, by wire transfer of immediately available funds. We expect that the Depositary, upon receipt of
any payment, will immediately credit its participants’ accounts in amounts proportionate to their respective beneficial interests
in the global notes as shown on the records of the Depositary. We also expect that payments by the Depositary’s participants
to owners of beneficial interests in the global notes will be governed by standing customer instructions and customary practices
and will be the responsibility of those participants.
Payments on Certificated
Notes
. The paying agent will make payments on the notes as follows:
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·
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the principal, premium (if any) or interest
(if any) due at maturity or, if applicable, earlier redemption shall be paid in immediately available funds only upon presentation
of such certificated note at the corporate trust office of the paying agent;
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·
|
the interest (if any) due on each interest
payment date (other than interest payable at maturity or early redemption) shall be paid by check mailed to the record holder of
such certificated note on the record date; or
|
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·
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for holders of the equivalent of at least
U.S. $10,000,000 in aggregate principal amount of certificated notes (having identical tenor and terms), the interest shall be
paid on each interest payment date by wire transfer of immediately available funds, if appropriate wire transfer instructions have
been received by the paying agent not less than 16 days prior to such interest payment date.
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Redemptions of Notes
Optional Redemption
.
Unless otherwise indicated in the applicable pricing supplement, the notes will not be redeemable prior to maturity. If redemption
is provided for in the applicable pricing supplement, we will have the option to redeem a note on and after the date, if any, fixed
at the time of sale, which we refer to as the “initial redemption date.” Any redemption of notes prior to their stated
maturity will be subject to (i) receipt by the Bank of approval of the competent authority, if then required under applicable law,
capital adequacy guidelines, regulations or policies of such competent authority, and (ii) compliance with any other regulatory
requirements. If the notes are redeemed by us without the approval of such competent authority, if then legally required, then
the amounts paid on the notes must be returned to us irrespective of any agreement to the contrary.
Unless otherwise specified
in the applicable pricing supplement, on and after a note’s initial redemption date, we will have the option to redeem such
note in whole or in part, in increments of $1,000 principal amount, at a redemption price determined in accordance with the following,
together with accrued and unpaid interest, if any, payable on the date of redemption.
Unless otherwise specified
in the applicable pricing supplement, the redemption price for each note or part thereof subject to redemption shall be the principal
amount of such note or part thereof redeemed
multiplied
by an initial redemption percentage, which shall be the percentage
set forth in the applicable pricing supplement, of the principal amount of such note and, if applicable, shall decline on each
anniversary of the initial redemption date by the annual redemption percentage reduction set forth in the applicable pricing supplement;
provided
,
however
, that in no event shall the redemption price be less than 100% of such principal amount or face
amount, as the case may be, unless otherwise specified in the applicable pricing supplement. The initial redemption percentage
and any annual redemption percentage reduction with respect to each note subject to redemption prior to maturity will be fixed
at the time of sale and set forth in the applicable pricing supplement. We will mail a notice of redemption to each holder by first-class
mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption, or within the redemption
notice period designated in the applicable pricing supplement, to the address of each holder as that address appears upon the books
maintained by the paying agent.
Open Market Purchases
.
Subject to approval by the competent authority if then required under applicable law, capital adequacy guidelines, regulations
or policies of such competent authority, we may purchase notes at any price in the open market or otherwise. Notes so purchased
by us may, at our discretion, be held or resold or surrendered to the trustee for cancellation. If the notes are purchased by us
without the approval of such competent authority, if then legally required, then the amounts paid on the notes must be returned
to us irrespective of any agreement to the contrary.
Form
,
Exchange and Transfer
Certificated (
i
.
e
.,
definitive) notes may be registered or transferred at the office of Deutsche Bank Trust Company Americas, 60 Wall Street, New York,
New York, 10005, as our current transfer agent for the transfer and exchange of the notes. If a note is issued as a global note,
only the depositary will be entitled to transfer and exchange the note as described in this subsection, because it will be the
only holder of the note. Global notes may be transferred and exchanged only in the manner and to the extent set forth under “Forms
of Securities — Global Securities” in the accompanying prospectus.
Transfer Agent
.
We may appoint entities other than, or in addition to, the trustee to perform the functions of a transfer agent, or we may perform
them ourselves. We may cancel the appointment of any particular transfer agent. We may also approve a change in the office through
which any transfer agent acts. If we have designated additional transfer agents for a particular note, they will be named in the
applicable pricing supplement.
Redemptions
.
We will not be required to:
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·
|
register the transfer or exchange of notes
to be redeemed for a period of fifteen calendar days preceding the mailing of the relevant notice of redemption; or
|
|
·
|
register the transfer or exchange of any
registered note selected for redemption in whole or in part, except the unredeemed or unpaid portion of that registered note being
redeemed in part.
|
Charges
.
No service charge will be made for any registration or transfer or exchange of notes, but we may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection with the registration of transfer or exchange of notes.
Replacement of Notes
At the expense of the
holder, we may, in our discretion, replace any notes that become mutilated, destroyed, lost or stolen or are apparently destroyed,
lost or stolen. The mutilated notes must be delivered to the trustee, the paying agent and the registrar or satisfactory evidence
of the destruction, loss or theft of the notes must be delivered to us, the paying agent, the registrar and the trustee. At the
expense of the holder, an indemnity that is satisfactory to us, the principal paying agent, the registrar, in the case of registered
notes, and the trustee may be required before a replacement note will be issued.
THE DEPOSITARY
The Depository Trust
Company, New York, New York will be designated as the depositary for any registered global note. Each registered global note will
be registered in the name of Cede & Co., the Depositary’s nominee.
What Is the Depositary?
The Depositary is a limited-purpose trust company organized under the New York Banking Law, a “banking organization”
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within
the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934, as amended. The Depositary holds and provides asset servicing for securities
deposited with it by its direct participants. The Depositary also facilitates the post-trade settlement of transactions among its
direct participants in those securities through electronic computerized book-entry changes in participants’ accounts, eliminating
the need for physical movement of securities certificates. The Depositary’s direct participants include both U.S. and non-U.S.
securities brokers and dealers, including the agents, banks, trust companies, clearing corporations and other organizations, some
of whom and/or their representatives own the Depositary. Access to the Depositary’s book-entry system is also available to
others, including both U.S. and non-U.S. brokers and dealers, banks, trust companies and clearing corporations that clear through
or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to the Depositary
and its participants are on file with the SEC.
Beneficial Ownership
Interests and the Depositary
’
s Book
-
Entry System
. Purchases of the notes under the Depositary’s
system must be made by or through its direct participants, which will receive a credit for the notes on the Depositary’s
records. The ownership interest of each actual purchaser of each note (the “
beneficial owner
”) is in turn to
be recorded on the records of direct and indirect participants. Beneficial owners will not receive written confirmation from the
Depositary of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the direct or indirect participants through which the beneficial owner entered
into the transaction. Transfers of ownership interests in the notes are to be made by entries on the books of direct and indirect
participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership
interests in notes, except in the event that use of the book-entry system for the notes is discontinued.
To facilitate subsequent
transfers, all notes deposited with the Depositary are registered in the name of Cede & Co., or such other name as may
be requested by the Depositary. The deposit of notes with the Depositary and their registration in the name of Cede &
Co. or such other nominee of the Depositary do not effect any change in beneficial ownership. The Depositary has no knowledge of
the actual beneficial owners of the notes; the Depositary’s records reflect only the identity of the direct participants
to whose accounts the notes are credited, which may or may not be the beneficial owners. The participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Notices and Communications
.
Conveyance of notices and other communications by the Depositary to direct participants, by direct participants to indirect participants
and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject
to any statutory or regulatory requirements as may be in effect from time to time.
Voting
.
Neither the Depositary nor Cede & Co. (nor such other nominee of the Depositary) will consent or vote with respect to
the notes unless authorized by a direct participant in accordance with the Depositary’s procedures. Under its usual procedures,
the Depositary mails an omnibus proxy to us as soon as possible after the applicable record date. The omnibus proxy assigns Cede &
Co.’s consenting or voting rights to those direct participants identified in a listing attached to the omnibus proxy to whose
accounts the notes are credited on the record date.
Payments
.
Redemption proceeds, distributions and other payments on the notes will be made to Cede & Co. or such other nominee as
may be requested by the Depositary. The Depositary’s practice is to credit direct participants’ accounts upon the Depositary’s
receipt of funds and corresponding detail information from us or any agent of ours, on the date payable in accordance with their
respective holdings shown on the Depositary’s records. Payments by participants to beneficial owners will be governed by
standing instructions and customary practices and will be the responsibility of such participant and not of the Depositary or its
nominee, the trustee, any agent of ours, or us, subject to any statutory or regulatory requirements that may be in effect from
time to time. Payments of redemption proceeds, distributions and other payments to Cede & Co. or such other nominee as
may be requested by the Depositary are our responsibility or the responsibility of any paying agent of ours, disbursement of such
payments to direct participants will be the responsibility of the Depositary and disbursement of such payments to the beneficial
owners will be the responsibility of direct and indirect participants.
Discontinuance
of the Depositary
. The Depositary may discontinue providing its services as depositary with respect to the notes at any
time by giving reasonable notice to us or our agent. Under such circumstances, in the event that a successor depositary is not
obtained by us within 90 days, security certificates are required to be printed and delivered. See “Forms of Securities —
Global Securities” in the accompanying prospectus.
We may decide to discontinue
use of the system of book-entry transfers through the Depositary or any successor depositary. In that event, security certificates
will be printed and delivered. See “Forms of Securities — Global Securities” in the accompanying prospectus.
According to the
Depositary
,
the foregoing information relating to the Depositary has been provided to the financial community for informational
purposes only and is not intended to serve as a representation
,
warranty or contract modification of any kind
.
The
information in this section concerning the Depositary and its book
-
entry system has been obtained from sources we believe
to be reliable
,
but we have not independently verified the accuracy thereof
.
The Depositary may change or discontinue
the foregoing procedures at any time
.
See
“
Form of Securities
”
in the accompanying prospectus
for additional information about the form of notes
.
SERIES E NOTES OFFERED ON A GLOBAL BASIS
If we offer any of
the notes under our Series E program on a global basis, we will so specify in the applicable pricing supplement. The additional
information contained in this section under “— Book Entry, Delivery and Form” and “— Global Clearance
and Settlement Procedures” will apply to every offering on a global basis. The additional provisions described under “—
Tax Redemption” and “— Payment of Additional Amounts” will apply to notes offered on a global basis only
if we so specify in the applicable pricing supplement. We have obtained the information in this section concerning Clearstream,
Luxembourg and the Euroclear operator, and the book-entry system and procedures from sources that we believe to be reliable, but
we have not independently verified the accuracy of this information.
Book
-
Entry
,
Delivery and
Form
The notes will be issued
in the form of one or more fully registered global notes which will be deposited with, or on behalf of, the Depositary and registered
in the name of Cede & Co., the Depositary’s nominee. Beneficial interests in the registered global notes will be
represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect
participants in the Depositary. If specified in the applicable pricing supplement, investors may elect to hold interests in the
registered global notes held by the Depositary through Clearstream, Luxembourg or the Euroclear operator if they are participants
in those systems, or indirectly through organizations which are participants in those systems. Clearstream, Luxembourg and the
Euroclear operator will hold interests on behalf of their participants through customers’ securities accounts in Clearstream,
Luxembourg’s and the Euroclear operator’s names on the books of their respective U.S. depositaries, which in turn will
hold such interests in the registered global notes in customers’ securities accounts in the U.S. depositaries’ names
on the books of the Depositary. Citibank N.A. will act as depositary for Clearstream, Luxembourg and JPMorgan Chase Bank, N.A.
will act as depositary for the Euroclear operator. We refer to each of Citibank, N.A. and JPMorgan Chase Bank, N.A., acting in
this depositary capacity, as the “
U
.
S
.
depositary
” for the relevant clearing system. Except as
set forth below, the registered global notes may be transferred, in whole but not in part, only to the Depositary, another nominee
of the Depositary or to a successor of the Depositary or its nominee.
Clearstream, Luxembourg
has advised us that it is incorporated under the laws of Luxembourg as a société anonyme and is subject to regulation
by the Luxembourg Commission for the Supervision of the Financial Sector (
Commission de Surveillance du Secteur Financier
).
Clearstream, Luxembourg is owned by Deutsche Börse AG, a publicly traded company. Clearstream, Luxembourg holds securities
for its participating customers, “
Clearstream
,
Luxembourg customers
,” and facilitates the clearance and
settlement of securities transactions between Clearstream, Luxembourg customers through electronic book-entry transfers between
their accounts, thereby eliminating the need for physical movement of securities. Clearstream, Luxembourg provides other services
to Clearstream, Luxembourg customers, including safekeeping, administration, clearance and settlement of internationally traded
securities and securities lending and borrowing. Clearstream, Luxembourg interfaces with domestic securities markets in many countries
through established depository and custodial relationships. Clearstream, Luxembourg customers include worldwide securities brokers
and dealers, banks, trust companies and clearing corporations and may include professional financial intermediaries. Clearstream,
Luxembourg’s U.S. participating customers are limited to securities brokers, dealers and banks. Indirect access to Clearstream,
Luxembourg is also available to other institutions such as banks, brokers, dealers and trust companies that clear through or maintain
a custodial relationship with a Clearstream, Luxembourg customer. Clearstream, Luxembourg is an indirect participant in the Depositary.
Clearstream, Luxembourg has established an electronic bridge with the Euroclear operator to facilitate settlement of trades between
Clearstream, Luxembourg and the Euroclear operator.
Distributions with
respect to the notes held through Clearstream, Luxembourg will be credited to cash accounts of Clearstream, Luxembourg customers
in accordance with its rules and procedures, to the extent received by the U.S. depositary for Clearstream, Luxembourg.
The Euroclear operator
has advised us that the Euroclear System was created in 1968 to hold securities for its participants, “
Euroclear participants
,”
and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against
payment, thereby eliminating the need for physical movement of securities. The Euroclear System is operated by Euroclear Bank SA/NV
(the “
Euroclear operator
”), under contract with Euroclear plc, a U.K. corporation. The Euroclear operator conducts
all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator,
not Euroclear plc. Euroclear plc establishes policies for the Euroclear operator on behalf of Euroclear participants.
The Euroclear operator
is a bank incorporated under the laws of the Kingdom of Belgium. The Euroclear operator is regulated and examined by the Belgian
Banking and Finance Commission and the National Bank of Belgium.
The Euroclear operator
holds securities and book-entry interests in securities for participating organizations and facilitates the clearance and settlement
of securities transactions between Euroclear participants and between Euroclear participants and participants of certain other
securities intermediaries through electronic book-entry changes in accounts of such participants or other securities intermediaries.
Euroclear participants include securities brokers and dealers, banks (including central banks), trust companies and clearing corporations
and other professional financial intermediaries. Indirect access to Euroclear is also available to other institutions such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Euroclear participant. Euroclear
is an indirect participant in the Depositary.
The Euroclear operator
provides Euroclear participants with, among other things, safekeeping, administration, clearance and settlement, securities lending
and borrowing and related services.
Non-participants of
Euroclear may acquire, hold and transfer book-entry interests in notes through accounts with a direct participant of Euroclear
or any other securities intermediary that holds a book-entry interest in the notes through one or more securities intermediaries
standing between such other securities intermediary and the Euroclear operator.
Securities clearance
accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and
the related Operating Procedures of the Euroclear System, and applicable Belgian law, collectively, the “terms and conditions.”
The terms and conditions govern transfers of securities and cash within the Euroclear System, withdrawals of securities and cash
from the Euroclear System and receipts of payments with respect to securities in the Euroclear System. All securities in the Euroclear
System are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The
Euroclear operator acts under the terms and conditions only on behalf of Euroclear participants and has no record of or relationship
with persons holding through Euroclear participants.
Distributions with
respect to the notes held beneficially through the Euroclear System will be credited to the cash accounts of Euroclear participants
in accordance with the terms and conditions, to the extent received by the U.S. depositary for the Euroclear operator.
Although the Euroclear
operator has agreed to the procedures provided below in order to facilitate transfers of securities among Euroclear participants
and between Euroclear participants and participants of other intermediaries, it is under no obligation to perform or continue to
perform in accordance with such procedures, and such procedures may be modified or discontinued at any time.
Investors electing
to acquire securities through an account with the Euroclear operator or some other securities intermediary must follow the settlement
procedures of such an intermediary with respect to the settlement of new issues of securities. Investors electing to acquire, hold
or transfer securities through an account with the Euroclear operator or some other securities intermediary must follow the settlement
procedures of such an intermediary with respect to the settlement of secondary market transactions of such securities.
Investors who are Euroclear
participants may acquire, hold or transfer interests in securities by book-entry to accounts with the Euroclear operator. Investors
who are not Euroclear participants may acquire, hold or transfer interests in securities by book-entry to accounts with a securities
intermediary who holds a book-entry interest in these securities through accounts with Euroclear.
The Euroclear operator
further advises that investors that acquire, hold and transfer interests in securities by book-entry through accounts with the
Euroclear operator or any other securities intermediary are subject to the laws and contractual provisions governing their relationship
with their intermediary, as well as the laws and contractual provisions governing the relationship between their intermediary and
each other intermediary, if any, standing between themselves and the securities.
The Euroclear operator
further advises that, under Belgian law, investors that are credited with securities on the records of the Euroclear operator have
a co-property right in the fungible pool of interests in securities on deposit with the Euroclear operator in an amount equal to
the amount of interests in securities credited to their accounts. In the event of the insolvency of the Euroclear operator, Euroclear
participants would have a right under Belgian law to the return of the amount and type of interests in securities credited to their
accounts with the Euroclear operator. If the Euroclear operator does not have a sufficient amount of interests in securities on
deposit of a particular type to cover the claims of all participants credited with interests in securities of that type on
the Euroclear operator’s
records, all participants having an amount of interests in securities of that type credited to their accounts with the Euroclear
operator will have the right under Belgian law to the return of their pro rata share of the amount of interests in securities actually
on deposit.
Under Belgian law,
the Euroclear operator is required to pass on the benefits of ownership in any interests in securities on deposit with it (such
as dividends, voting rights and other entitlements) to any person credited with those interests in securities on its records.
Individual certificates
in respect of the notes will not be issued in exchange for the registered global notes, except in very limited circumstances. If
the Depositary notifies us that it is unwilling or unable to continue as a clearing system in connection with the registered global
notes or ceases to be a clearing agency registered under the Exchange Act, and a successor clearing system is not appointed by
us within 90 days after receiving that notice from the Depositary or upon becoming aware that the Depositary is no longer so registered,
we will issue or cause to be issued individual certificates in registered form on registration of transfer of, or in exchange for,
book-entry interests in the notes represented by registered global notes upon delivery of those registered global notes for cancellation.
Title to book-entry
interests in the notes will pass by book-entry registration of the transfer within the records of Clearstream, Luxembourg, the
Euroclear operator or the Depositary, as the case may be, in accordance with their respective procedures. Book-entry interests
in the notes may be transferred within Clearstream, Luxembourg and within the Euroclear System and between Clearstream, Luxembourg
and the Euroclear System in accordance with procedures established for these purposes by Clearstream, Luxembourg and the Euroclear
operator. Book-entry interests in the notes may be transferred within the Depositary in accordance with procedures established
for this purpose by the Depositary. Transfers of book-entry interests in the notes among Clearstream, Luxembourg and the Euroclear
operator and the Depositary may be effected in accordance with procedures established for this purpose by Clearstream, Luxembourg,
the Euroclear operator and the Depositary.
A further description
of the Depositary’s procedures with respect to the registered global notes is set forth in this prospectus supplement under
“The Depositary.” The Depositary has confirmed to us, DBSI and the trustee that it intends to follow those procedures.
Global Clearance and Settlement Procedures
Initial settlement
for the notes offered on a global basis will be made in immediately available funds. Secondary market trading between the Depositary’s
participants will occur in the ordinary way in accordance with the Depositary’s rules and will be settled in immediately
available funds using the Depositary’s Same-Day Funds Settlement System. Secondary market trading between Clearstream, Luxembourg
customers and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures
of Clearstream, Luxembourg and the Euroclear System and will be settled using the procedures applicable to conventional Eurobonds
in immediately available funds.
Cross-market transfers
between persons holding directly or indirectly through the Depositary on the one hand, and directly or indirectly through Clearstream,
Luxembourg customers or Euroclear participants, on the other, will be effected through the Depositary in accordance with the Depositary’s
rules on behalf of the relevant European international clearing system by its U.S. depositary; however, these cross-market transactions
will require delivery of instructions to the relevant European international clearing system by the counterparty in the clearing
system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depositary
to take action to effect final settlement on its behalf by delivering interests in the notes to or receiving interests in the notes
from the Depositary, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable
to the Depositary. Clearstream, Luxembourg customers and Euroclear participants may not deliver instructions directly to their
respective U.S. depositaries.
Because of time-zone
differences, credits of interests in the notes received in Clearstream, Luxembourg or the Euroclear System as a result of a transaction
with a Depositary participant will be made during subsequent securities settlement processing and dated the business day following
the Depositary settlement date. Credits of interests or any transactions involving interests in the notes received in Clearstream,
Luxembourg or the Euroclear System as a result of a transaction with a Depositary participant and settled during subsequent securities
settlement processing will be reported to the relevant Clearstream, Luxembourg customers or Euroclear participants on the business
day following the Depositary settlement date. Cash received in Clearstream,
Luxembourg or the Euroclear
System as a result of sales of interests in the notes by or through a Clearstream, Luxembourg customer or a Euroclear participant
to a Depositary participant will be received with value on the Depositary settlement date but will be available in the relevant
Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement in the Depositary.
Although the Depositary,
Clearstream, Luxembourg and the Euroclear operator have agreed to the foregoing procedures in order to facilitate transfers of
interests in the notes among participants of the Depositary, Clearstream, Luxembourg and Euroclear, they are under no obligation
to perform or continue to perform the foregoing procedures and these procedures may be changed or discontinued at any time.
Tax Redemption
Subject to approval
by the competent authority, if then required under applicable law, capital adequacy guidelines, regulations or policies of such
competent authority and if specified in the applicable pricing supplement, we may redeem, in whole but not in part, any of the
notes under our Series E program offered on a global basis at our option at any time prior to maturity, upon the giving of a notice
of tax redemption as described below, if we determine that, as a result of,
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any change in or amendment to the laws,
or any regulations or rulings promulgated under the laws of a relevant jurisdiction (as defined below), or of any political subdivision
or taxing authority thereof or therein affecting taxation; or
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any change in official position regarding
the application or interpretation of the laws, regulations or rulings referred to above, which change or amendment becomes effective
or, in the case of a change in official position, is announced, on or after the date of the applicable pricing supplement,
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we have or will become obligated to pay
additional amounts, as defined below under “— Payment of Additional Amounts,” with respect to any of those notes
as described below under “— Payment of Additional Amounts.” The redemption price will be equal to 100% of the
principal amount of the notes, except as otherwise specified in the applicable pricing supplement, together with any accrued interest
to the date fixed for redemption. If the notes are redeemed by us without the approval of such competent authority, if then legally
required, then the amounts paid on the notes must be returned to us irrespective of any agreement to the contrary.
Prior to the giving
of any notice of tax redemption, we will deliver to the trustee:
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a certificate stating that we are entitled
to effect the redemption and setting forth a statement of facts showing that the conditions precedent to our right to so redeem
have occurred; and
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an opinion of independent legal counsel
satisfactory to the trustee to the effect that we are entitled to effect the redemption based on the statement of facts set forth
in the certificate;
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provided
that no notice of tax redemption
may be given earlier than 60 days prior to the earliest date on which we would be obligated to pay the additional amounts if a
payment in respect of the notes were then due.
Notice of tax redemption
will be given not less than 30, nor more than 60, days prior to the date fixed for redemption, which date and the applicable redemption
price will be specified in the notice. Notice will be given in accordance with “— Notices” below.
The term “
relevant
jurisdiction
” as used herein means Germany, the United States or the jurisdiction of residence or incorporation of any
successor corporation to the Bank and the jurisdiction of any relevant issuing branch.
Payment of Additional Amounts
All interest amounts payable in respect
of the notes will be made without deduction or withholding for or on account of any present or future taxes, duties or governmental
charges of any nature whatsoever imposed or levied by way of deduction or withholding by or on behalf of the tax jurisdiction (“
withholding
taxes
”), unless such deduction or withholding is required by law.
“
tax jurisdiction
” means
the Federal Republic of Germany or the United States, or any political subdivision or any authority thereof or therein having power
to tax.
In the event of such withholding or deduction
on payments of interest (but not in respect of the payment of any principal in respect of the notes) and if (but only if) specified
in the applicable pricing supplement, we will, to the fullest extent permitted by law, pay such additional amounts (“
additional
amounts
”) as will be necessary in order that the net amounts received by the holders, after such withholding or deduction
for or on account of any withholding taxes imposed upon or as a result of such payment by the tax jurisdiction, will equal the
respective amounts which would otherwise have been receivable in the absence of such withholding or deduction; except that no such
additional amounts shall be payable on account of any taxes, duties or governmental charges which:
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are payable by any person acting as custodian bank or collecting agent on your or the beneficial
owner’s behalf, or otherwise in any manner which does not constitute a deduction or withholding by us from payments of interest
made by us; or
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would not be payable to the extent such deduction or withholding could be avoided or reduced if
you or the beneficial owner of the notes (or any financial institution through which you hold or the beneficial owner holds the
notes or through which payment on the notes is made) (i) makes a declaration of non-residence or other similar claim
for exemption to the relevant tax authority or complies with any reasonable certification, documentation, information or other
reporting requirement imposed by the relevant tax authority or (ii) enters into or complies with any applicable certification,
identification, information, documentation, registration, or other reporting requirement or agreement concerning accounts maintained
by you or the beneficial owner (or such financial institution) or concerning your or the beneficial owner’s (or financial
institution’s) ownership or concerning your or the beneficial owner’s (or such financial institution’s) nationality,
residence, identity or connection with the jurisdiction imposing such tax; or
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are payable by reason of your or the beneficial owner’s having, or having had, some personal
or business connection with the Federal Republic of Germany and not merely by reason of the fact that payments in respect of the
notes are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in, the Federal Republic of Germany;
or
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are presented for payment more than 30 days after the relevant date (as defined below) except to
the extent that you or the beneficial owner would have been entitled to additional amounts on presenting the same for payment on
the last day of the period of 30 days assuming that day to have been a business day; or
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are deducted or withheld by a paying agent from a payment if the payment could have been made by
another paying agent without such deduction or withholding; or
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would not be payable if the notes had been kept in safe custody with, and the payments had been
collected by, a banking institution; or
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are payable by reason of a change in law or practice that becomes effective more than 30 days after
the relevant payment of interest becomes due, or is duly provided for and notice thereof is given in accordance with the Indenture,
whichever occurs later.
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No additional amounts or any other amounts
shall be payable on account of any such withholding or deduction in respect of payments of principal.
“
Relevant date
” means
the date on which the payment first becomes due but, if the full amount payable has not been received by the paying agent on or
before the due date, it means the date on which, the full amount having been so received.
Moreover, all amounts payable in respect
of the notes will be made subject to compliance with Sections 1471 through 1474 of the Code, or any regulations or other official
guidance promulgated thereunder, official interpretations thereof, or any applicable agreement entered into in connection therewith
(including any agreement, law, regulation, or other official guidance implementing such agreement) (commonly referred to as the
“
Foreign Account Tax Compliance Act
” or “
FATCA
”) and any applicable agreement described in
Section 1471(b) of the Code. We will have no obligation to pay additional amounts or otherwise indemnify you or the beneficial
owner in connection with any such compliance with the Code.
Notices
Notices to holders
of the notes will be given by mailing such notices to each holder by first class mail, postage prepaid, at the respective address
of each holder as that address appears upon our books. Notices to be given to holders of a global note will be given only to the
Depositary, as the registered holder, in accordance with its applicable policies as in effect from time to time. We expect that
any such notices will be passed on by the Depositary to the beneficial owners of interests in the notes in accordance with the
standard rules and procedures of the Depositary and its direct and indirect participants, including Clearstream, Luxembourg and
the Euroclear operator. Notices to be given in respect of notes held in street name will be given only to the bank, broker or other
financial institution in whose name the notes are registered, and not the owner of any beneficial interests. Notices to be given
to holders of certificated (
i
.
e
., definitive) notes will be sent by mail to the respective addresses of the holders
as they appear in the note register, and will be deemed given when mailed.
See also “Plan
of Distribution — Series E Notes Offered on a Global Basis.”