DEPFA Deutsche Pfandbriefbank AG Frankfurt am Main, Bundesrepublik Deutschland. DEPFA BANK public limited company Dublin, Irland. Unternehmensbericht

Transkript

1 DEPFA Deutsche Pfandbriefbank AG Frankfurt am Main, Bundesrepublik Deutschland DEPFA BANK public limited company Dublin, Irland Unternehmensbericht für die Zulassung der unter dem EUR Medium Term Note Programm zu begebenden Schuldverschreibungen und Pfandbriefe nach 65 BörsO i.v.m. 44 BörsZulV zum Geregelten Markt an der Frankfurter Wertpapierbörse

2 Dieser Unternehmensbericht besteht aus Deck- und Abschlagseiten, sowie dem hiervon umfassten Information Memorandum.

3 Dieser Unternehmensbericht besteht aus Deck- und Abschlagseiten, sowie dem hiervon umfassten Information Memorandum.

4 INFORMATION MEMORANDUM DEPFA BANK plc (Incorporated in Ireland) DEPFA Deutsche Pfandbriefbank AG (Incorporated under the laws of Germany) as Issuers Euro 25,000,000,000 PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS Application has been made to the Financial Services Authority (the UK Listing Authority ) (in its capacity as competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 (the FSMA ) for debt instruments (the Instruments ) of DEPFA BANK plc ( DEPFA plc ) and DEPFA Deutsche Pfandbriefbank AG ( the Pfandbriefbank ) and Pfandbrief Instruments (the Pfandbrief Instruments ) of the Pfandbriefbank issued during the period of 12 months from the Programme Date (as defined on page 2 of this document) under the programme (the Programme ) described in this Information Memorandum to be admitted to the Official List of the UK Listing Authority and to be admitted to trading on the London Stock Exchange plc (the London Stock Exchange ). This Information Memorandum (including the appendix and financial information attached hereto) comprises listing particulars issued in compliance with the listing rules made under Section 74 of the FSMA and the requirements of the European Communities (Stock Exchange) Regulations, 1984 (as amended) of Ireland for the purpose of giving information with regard to the issue during the period of 12 months from the Programme Date of Instruments under the Programme by DEPFA plc and the Pfandbriefbank, and of Pfandbrief Instruments by the Pfandbriefbank. Copies of the listing particulars have been delivered for registration to the Registrar of Companies in England and Wales in accordance with Section 83 of the FSMA and to the Registrar of Companies in Ireland in accordance with the European Communities (Stock Exchange) Regulations, 1984 (as amended) of Ireland. Application has also been made to the Frankfurt Stock Exchange (the Frankfurt Stock Exchange ) for Instruments of DEPFA plc and the Pfandbriefbank and Pfandbrief Instruments of the Pfandbriefbank issued during the period of 12 months from the Programme Date to be listed on the Regulated Market (Geregelter Markt) of the Frankfurt Stock Exchange. Application has also been made to the Irish Stock Exchange Limited (the Irish Stock Exchange ) for Instruments of DEPFA plc and the Pfandbriefbank issued during the period of 12 months from the Programme Date to be admitted to the Official List in Dublin. DEPFA plc may not issue Pfandbrief Instruments. In relation to any Pfandbrief Instruments issued by the Pfandbriefbank there is no provision for gross-up in relation to such Pfandbrief Instruments (see Condition 12 of the Terms and Conditions of the Pfandbrief Instruments contained herein). Arranger for the Programme MORGAN STANLEY Dealers ABN AMRO BNP PARIBAS COMMERZBANK SECURITIES CREDIT SUISSE FIRST BOSTON DAIWA SECURITIES SMBC EUROPE DEUTSCHE BANK DRESDNER KLEINWORT WASSERSTEIN GOLDMAN SACHS INTERNATIONAL HSBC JPMORGAN LEHMAN BROTHERS MERRILL LYNCH INTERNATIONAL MIZUHO INTERNATIONAL PLC MORGAN STANLEY NOMURA INTERNATIONAL RBC CAPITAL MARKETS SCHRODER SALOMON SMITH BARNEY TD SECURITIES UBS WARBURG 26 November 2002

5 Each of DEPFA plc and the Pfandbriefbank (each an Issuer and together the Issuers ) accepts responsibility for the information contained in this Information Memorandum. To the best of the knowledge and belief of each Issuer (each of which has taken all reasonable care to ensure that such is the case), the information contained in this Information Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. Any reference in this Information Memorandum to listing particulars means this Information Memorandum excluding all information incorporated by reference. The Issuers have confirmed that any information incorporated by reference (except in respect of Instruments or, as the case may be Pfandbrief Instruments, to be listed on the Frankfurt Stock Exchange), including any such information to which readers of this Information Memorandum are expressly referred, has not been and does not need to be included in the listing particulars to satisfy the requirements of the FSMA or the Listing Rules or the European Communities (Stock Exchange) Regulations, 1984 (as amended) of Ireland. The Issuers believe that none of the information incorporated herein by reference conflicts in any material respect with the information included in the listing particulars. References herein to the Programme Date are to the date specified in paragraph 1 of the General Information section of this Information Memorandum. Each Issuer has confirmed to the dealers (the Dealers ) named under Subscription and Sale that, only in respect of information relating to such Issuer, the Information Memorandum is true and accurate and complete in all material respects and not misleading in any material respect; that there are no other facts in relation to the information contained or (except in respect of Instruments or, as the case may be, Pfandbrief Instruments, to be listed on the Frankfurt Stock Exchange) incorporated by reference herein the omission of which would, in the context of the issue of the Instruments, or, as the case may be, Pfandbrief Instruments, make any statement herein misleading in any material respect; and that all reasonable enquiries have been made to verify the foregoing. Each Issuer (in respect of the information relating to such Issuer) has further confirmed to the Dealers that the Information Memorandum (subject to being supplemented by a pricing supplement (each a Pricing Supplement ) referred to herein) contains all such information as investors and their professional advisers would reasonably require, and reasonably expect to find, for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the relevant Issuer and its subsidiaries (if any) and of the rights attaching to the relevant Instruments, or, as the case may be, Pfandbrief Instruments. This Information Memorandum should be read and construed together with any amendments or supplements hereto and (except in respect of Instruments or, as the case may be Pfandbrief Instruments to be listed on the Frankfurt Stock Exchange) with any other documents incorporated by reference herein and, in relation to any Tranche (as defined herein) of Instruments or as the case may be Pfandbrief Instruments, should be read and construed together with the relevant Pricing Supplement. Neither of the Issuers has authorised the making or provisions of any representation or information regarding any Issuer, the Instruments or the Pfandbrief Instruments other than as contained or (except in respect of Instruments or, as the case may be Pfandbrief Instruments, to be listed on the Frankfurt Stock Exchange) incorporated by reference in the Information Memorandum, in the Dealership Agreement (as defined herein), in any other document prepared in connection with the Programme or any Pricing Supplement, or (in any case) as approved for such purpose by the relevant Issuer. Any such representation or information should not be relied upon as having been authorised by an Issuer or Dealers or any of them. No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates make any representation or warranty or accept any responsibility, as to the accuracy or completeness of the information contained herein. Neither the delivery of the Information Memorandum nor any Pricing Supplement nor the offering, sale or delivery of any Instrument or, as the case may be, Pfandbrief Instrument shall, in any circumstances, create any implication that there has been no adverse change in the financial situation of the relevant Issuer since the date hereof or, as the case may be, the date upon which this document has been most recently amended or supplemented or the balance sheet date of the most recent financial statements which are (except in respect of Instruments or, as the case may be, Pfandbrief Instruments, to be listed on the Frankfurt Stock Exchange) deemed to be incorporated into this document by reference. The maximum aggregate principal amount of Instruments and Pfandbrief Instruments outstanding at any one time under the Programme will not exceed Euro 25,000,000,000 (and for this purpose, any 2

6 Instrument or Pfandbrief Instrument denominated in another currency shall be translated into Euro at the date of the agreement to issue such Instruments or Pfandbrief Instrument). The maximum aggregate principal amount of Instruments and Pfandbrief Instruments which may be outstanding at any one time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealership Agreement (as defined under Subscription and Sale ). The distribution of this Information Memorandum and any Pricing Supplement and the offering, sale and delivery of the Instruments or, as the case may be, Pfandbrief Instruments, in certain jurisdictions may be restricted by law. Persons who come into possession of this Information Memorandum or any Pricing Supplement are required by the Issuers and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Instruments or, as the case may be, Pfandbrief Instruments, and on the distribution of this Information Memorandum or any Pricing Supplement and other offering material relating to the Instruments or, as the case may be, Pfandbrief Instruments, see Subscription and Sale. In particular, Instruments or, as the case may be, Pfandbrief Instruments, have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the Securities Act ) and are subject to U.S. tax law requirements. Subject to certain exceptions, Instruments or, as the case may be, Pfandbrief Instruments, may not be offered, sold or delivered within the United States or to U.S. persons. In addition, the Issuers have not authorised any offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (the Regulations ) of Instruments or, as the case may be, Pfandbrief Instruments, having a maturity of one year or more which have not been admitted to listing in accordance with Part VI of the FSMA. Instruments or, as the case may be, Pfandbrief Instruments, may not lawfully be offered or sold to persons in the United Kingdom except in circumstances which do not result in an offer to the public in the United Kingdom within the meaning of the Regulations or otherwise in compliance with all applicable provisions of the Regulations. Neither the Information Memorandum nor any Pricing Supplement constitutes an offer or an invitation to subscribe for or purchase any Instruments or, as the case may be, Pfandbrief Instruments, and should not be considered as a recommendation by any Issuer, the Dealers or any of them that any recipient of this Information Memorandum or any Pricing Supplement should subscribe for or purchase any Instruments or, as the case may be, Pfandbrief Instruments. Each recipient of the Information Memorandum or any Pricing Supplement shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the relevant Issuer. All references in the Information Memorandum to dollars, U.S. dollars, USD, $ or U.S.$ are to the currency of the United States of America and all references to euro, Euro, EUR and E refer to the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended. Schroder is a trademark of Schroders Holdings plc and is used under licence by Salomon Brothers International Limited. TD Securities is a tradename of the Toronto-Dominion Bank. This Information Memorandum supersedes the Information Memorandum dated 17 January In connection with the issue of any Tranche of Instruments or, as the case may be, Pfandbrief Instruments under the Programme, the Dealer (if any) which is specified in the relevant Pricing Supplement as the Stabilising Manager (or any person acting for the Stabilising Manager) may over-allot or effect transactions with a view to supporting the market price of the Instruments or, as the case may be, Pfandbrief Instruments at a higher level than that which might otherwise prevail for a limited period. However, there may be no obligation on the Stabilising Manager (or any agent of the Stabilising Manager) to do this. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Such stabilising shall be in compliance with all applicable laws, regulations and rules. 3

7 DOCUMENTS INCORPORATED BY REFERENCE Except in respect of Instruments or, as the case may be, Pfandbrief Instruments to be listed on the Frankfurt Stock Exchange, the following documents shall be deemed to be incorporated in, and to form part of, this Information Memorandum: (1) the most recently published annual and any interim report (including the financial statements therein) of each Issuer from time to time; and (2) all amendments and supplements to the Information Memorandum prepared by each Issuer from time to time, provided, however, that (i) any statement contained in this Information Memorandum or in any of the documents incorporated by reference in, and forming part of, this Information Memorandum shall be deemed to be modified or superseded for the purpose of this Information Memorandum to the extent that a statement contained in any document subsequently incorporated by reference modifies or supersedes such statement and (ii) neither (a) any documents incorporated by reference nor (b) any modifying or superseding statements form part of the listing particulars as contained in this Information Memorandum given in compliance with the listing rules made under Section 74 of the FSMA or the requirements of the European Communities (Stock Exchange) Regulations, 1984 (as amended) of Ireland. 4

8 TABLE OF CONTENTS Page Summary of the Programme Forms of the Instruments Terms and Conditions of the Instruments Non-Binding German Translation of the Terms and Conditions of the Instruments Summary of Provisions relating to the Instruments while in Global Form Terms and Conditions of the Pfandbrief Instruments Non-binding German Translation of the Terms and Conditions of the Pfandbrief Instruments Use of Proceeds Taxation Description of DEPFA BANK plc Description of DEPFA BANK plc and its Subsidiaries Consolidated Capitalisation and Indebtedness of DEPFA BANK plc Capitalisation and Indebtedness of DEPFA BANK plc Description of DEPFA Deutsche Pfandbriefbank AG Capitalisation and Indebtedness of DEPFA Deutsche Pfandbriefbank AG German Pfandbriefe Subscription and Sale General Information Appendix Unaudited Consolidated Financial Information of DEPFA BANK plc as at 30 September F-2 Audited Consolidated Financial Information of DEPFA Deutsche Pfandbriefbank AG as at 31 December F-11 Audited Unconsolidated Financial Information of DEPFA Deutsche Pfandbriefbank AG as at 31 December F-86 Unaudited Unconsolidated Financial Information of DEPFA Deutsche Pfandbriefbank AG as at 30 June F-111 5

9 SUMMARY OF THE PROGRAMME The following is a brief summary only and should be read, in relation to any Instruments or, as the case may be, Pfandbrief Instruments, in conjunction with the relevant Pricing Supplement and, to the extent applicable, the Terms and Conditions of the Instruments or, as the case may be, Pfandbrief Instruments set out herein. Issuers: Keep-well Statement: Arranger: Dealers: Fiscal Agent: German Fiscal Agent: Paying Agents: Authorised Adviser: Dublin Listing Agent: Frankfurt Listing Agent: Programme Amount: DEPFA BANK plc ( DEPFA plc ) and DEPFA Deutsche Pfandbriefbank AG ( the Pfandbriefbank ). The Pfandbriefbank has the benefit of a keepwell statement contained in a Letter of Comfort dated 6 August 2002 and issued by DEPFA plc to the Pfandbriefbank. The statement may be summarised as follows: So long as [DEPFA plc] remain[s] a majority shareholder (or remain[s] in control of a majority of the shares) of [the Pfandbriefbank], [it] will ensure that [the Pfandbriefbank] is able to meet its contractual obligations. This statement does not constitute a guarantee. Morgan Stanley & Co. International Limited. ABN AMRO Bank N.V., BNP Paribas, Commerzbank AktiengeselIschaft, Credit Suisse First Boston (Europe) Limited, Daiwa Securities SMBC Europe Limited, Deutsche Bank AG London, Dresdner Bank Aktiengesellschaft, Goldman Sachs International, HSBC Bank plc, J.P. Morgan Securities Ltd., Lehman Brothers International (Europe), Merrill Lynch International, Mizuho International plc, Morgan Stanley & Co. International Limited, Nomura International plc, Royal Bank of Canada Europe Limited, Salomon Brothers International Limited, The Toronto-Dominion Bank and UBS AG, acting through its business group UBS Warburg, and any other dealer appointed from time to time by the Issuers either generally in respect of the Programme or in relation to a particular Tranche of Instruments or, as the case may be, Pfandbrief Instruments. Deutsche Bank AG London (in relation to Instruments and Pfandbrief Instruments that will initially be deposited with, or with a depositary or common depositary of, any clearing system including Euroclear Bank S.A./ N.V., as operator of the Euroclear System ( Euroclear ) and Clearstream Banking, société anonyme, Luxembourg ( CBL ) other than Clearstream Banking AG, Frankfurt am Main ( CBF )). The Pfandbriefbank, including its function as German paying agent (in relation to Instruments and Pfandbrief Instruments that will be deposited with CBF and/or listed on the Frankfurt Stock Exchange). Deutsche Bank Luxembourg S.A., Credit Suisse First Boston, Zurich office, and, in the case of Instruments listed on the Irish Stock Exchange, DEPFA plc. Morgan Stanley & Co. International Limited. Morgan Stanley & Co. International Limited. DEPFA Deutsche Pfandbriefbank AG. Euro 25,000,000,000 (and for this purpose Instruments and Pfandbrief Instruments denominated in any currency other than Euro shall be translated into Euro at the date of the relevant agreement to issue any Tranche of Instruments or, as the case may be, Pfandbrief Instruments). The aggregate principal amount of Instruments and Pfandbrief Instruments which may be outstanding at any time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealership Agreement as defined under Subscription and Sale. 6

10 Issuance in Series: Form of Instruments: Pfandbrief Instruments: Currencies: Instruments and Pfandbrief Instruments will be consecutively numbered and issued in series (each a Series ). Each Series may comprise one or more tranches ( Tranches and each a Tranche ) issued on different dates. The Instruments or, as the case may be, Pfandbrief Instruments of each Series will all be subject to identical terms, whether as to currency, interest, maturity or otherwise, or terms which are identical except that the issue dates, the amount of the first payment of interest and/or the denomination thereof may be different. The Instruments or, as the case may be, Pfandbrief Instruments of each Tranche will all be subject to identical terms in all respects save that a Tranche may comprise Instruments or, as the case may be, Pfandbrief Instruments of different denominations. Instruments will be issued in bearer form. In respect of each Tranche of Instruments, the relevant Issuer will deliver a temporary global Instrument or (if so specified in the relevant Pricing Supplement in respect of Instruments to which U.S. Treasury Regulation (c)(2)(i)(C) (the TEFRA C Rules ) applies) a permanent global Instrument. Such permanent global Instrument will be deposited on or before the relevant issue date therefor with a depositary or a common depositary for Euroclear and/or CBL or with CBF and/or any other relevant clearing system. Each temporary global Instrument will be exchangeable for a permanent global Instrument or, if so specified in the applicable Pricing Supplement, for instruments in definitive bearer form. Each permanent global Instrument will be exchangeable for instruments in definitive bearer form in the circumstances specified in the applicable Pricing Supplement and, if so specified in the relevant Pricing Supplement, at the option of the holder thereof. Instruments in definitive bearer form will, if interest-bearing, either have interest coupons ( Coupons ) attached or have a grid for recording the payment of interest endorsed thereon and will, if the principal thereof is repayable by instalments, have a grid for recording the payment of principal endorsed thereon. The Pfandbriefbank may issue Pfandbrief Instruments as Mortgage Pfandbriefe (Hypothekenpfandbriefe) or Public Sector Pfandbriefe (Kommunalschuldverschreibungen or Öffentliche Pfandbriefe) as specified in the applicable Terms and Conditions of the Pfandbrief Instruments. Pfandbrief Instruments will be issued in bearer form. Pfandbrief Instruments in respect of each Tranche will be represented on issue by a temporary global Pfandbrief Instrument or a permanent global Pfandbrief Instrument which will be deposited on or before the relevant issue date with a common depositary for Euroclear and CBL or as the case may be held by CBF. Interests in the temporary global Pfandbrief Instrument will be exchangeable, in whole or in part, for interests in a permanent global Pfandbrief Instrument on or after the Exchange Date (as specified in the relevant Pricing Supplement). Mortgage and Public Sector Pfandbriefe constitute recourse obligations of the Pfandbriefbank. They are secured or covered by separate pools of mortgage loans (in the case of Mortgage Pfandbriefe) or public sector loans (in the case of Public Sector Pfandbriefe), the sufficiency of which is determined by the German Mortgage Bank Act (Hypothekenbankgesetz) and monitored by an independent trustee. See German Pfandbriefe. Instruments and Pfandbrief Instruments may be denominated in any currency or currencies (including, without limitation, Australian Dollars ( AUD ), Canadian Dollars ( CAD ), Czech Koruna ( CZK ), Danish Kroner ( DKR ), Estonian Kroons ( EEK ), EUR, Hong Kong Dollars 7

11 ( HKD ), Hungarian Forint ( HUF ), Japanese Yen ( JPY ), Lithuanian Litas ( LTL ), New Zealand Dollars ( NZD ), Norwegian Kronor ( NKR ), Polish Zloty ( PLN ), Pounds Sterling ( GBP ), Singapore Dollars ( SGD ), Slovak Koruna ( SKK ), South African Rand ( SAR ), Swedish Kronor ( SEK ), Swiss Francs ( CHF ) and USD) subject to compliance with all applicable legal or regulatory requirements and in the case of Pfandbrief Instruments in particular the German Mortgage Bank Act and as further specified in the relevant Pricing Supplement. Payments in respect of Instruments and Pfandbrief Instruments may, subject to compliance as aforesaid, be made in and/or linked to, any currency or currencies other than the currency in which such Instruments or, as the case may be, Pfandbrief Instruments are denominated. Status and Ranking of Instruments and Pfandbrief Instruments: Regulatory Capital: Issue Price: Maturities: Redemption: Early Redemption: Interest: Instruments may be issued on an unsubordinated basis or on a subordinated basis. Instruments issued on an unsubordinated basis will rank pari passu among themselves and the obligations of the relevant Issuer in respect thereof will rank at least pari passu with the relevant Issuer s other secured and unsubordinated obligations but in the event of insolvency only to the extent permitted by applicable laws relating to creditors rights. Instruments issued on a subordinated basis will rank pari passu among themselves and at least pari passu with the relevant Issuers s other subordinated obligations, subject to statutorily preferred exceptions. Pfandbrief Instruments will constitute direct, unconditional and unsubordinated obligations of the Pfandbriefbank and will rank pari passu without any preference among themselves. Pfandbrief Instruments are covered by a pool of assets in accordance with the German Mortgage Bank Act (Hypothekenbankgesetz) and rank at least pari passu with all other obligations of the Pfandbriefbank arising from Mortgage Pfandbriefe or Public Sector Pfandbriefe, as the case may be. Instruments may be issued by DEPFA plc or the Pfandbriefbank for regulatory capital purposes, in which case they will include such terms (including subordination as described above) as necessary to qualify for such treatment. Instruments and Pfandbrief Instruments may be issued at any price and either on a fully or partly paid basis, as specified in the relevant Pricing Supplement. Instruments and Pfandbrief Instruments may be issued with any maturity, or in the case of Instruments, with no specified maturity dates provided, however, that Instruments and Pfandbrief Instruments will only be issued in compliance with all applicable legal and/or regulatory and/or central bank requirements. Instruments and Pfandbrief Instruments may be redeemable at par or at such other Redemption Amount (detailed in a formula or otherwise) as may be specified in the relevant Pricing Supplement. Early redemption of the Instruments will be permitted for taxation reasons as mentioned in the Terms and Conditions of the Instruments, but will otherwise be permitted only to the extent specified in the relevant Pricing Supplement. Early redemption for taxation reasons shall not be permitted for Pfandbrief Instruments as they will not be subject to the obligation of the Issuer to pay additional amounts as described in the Terms and Conditions of the Pfandbrief Instruments. Instruments and Pfandbrief Instruments may be interest-bearing or noninterest bearing. Interest (if any) may be at a fixed or floating rate or a 8

12 combination thereof. Where Instruments are issued on a subordinated basis, provision may be made for interest to be deferred in certain circumstances as specified in the relevant Pricing Supplement and Condition 5. Denominations: Instruments and Pfandbrief Instruments will be issued in such denominations as may be specified in the relevant Pricing Supplement, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements. Taxation: Events of Default in respect to Instruments: Events of Default in respect to Pfandbrief Instruments: Negative Pledge: Cross Default: Governing Law: Listing: Terms and Conditions: In relation to Instruments and Pfandbrief Instruments issued by any Issuer, payments in respect of Instruments and Pfandbrief Instruments will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the jurisdiction of incorporation of such Issuer or any political subdivision thereof or any authority or agency therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, the relevant Issuer will, subject to customary exceptions, pay such additional amounts as will result in the holders of Instruments or Coupons receiving such amounts as they would have received in respect of such Instruments or Coupons had no such withholding or deduction been required. Pfandbrief Instruments will not provide for the obligation of the Pfandbriefbank to pay such additional amounts in the event of taxes or duties being withheld or deducted from payments of principal or interest as aforesaid. As more fully described in Condition 13 of the Instruments. None. None. None. Unless otherwise specified in the relevant Pricing Supplement, any subordination provisions will be governed by German law or, as the case may be, Irish Law. Subject thereto, the Instruments and all related contractual documentation will be governed by, and construed in accordance with, English law. Pfandbrief Instruments will be governed by German law. Each Series of Instruments and Pfandbrief Instruments may be admitted to listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange, to listing on the Regulated Market (Geregelter Markt) of the Frankfurt Stock Exchange or to listing on the Irish Stock Exchange or to listing, trading and/or quotation by any other listing authority, stock exchange and/or quotation system as may be agreed between the relevant Issuer and the relevant Dealer(s) and specified in the relevant Pricing Supplement; or may be unlisted. A Pricing Supplement will be prepared in respect of each Tranche of Instruments or, as the case may be, Pfandbrief Instruments. If specified in the relevant Pricing Supplement that other terms and conditions may apply to the Instruments, or, as the case may be, Pfandbrief Instruments, such other terms and conditions will replace the Terms and Conditions set out herein. Copies of such documents, in the case of Instruments or, as the case may be, Pfandbrief Instruments, to be listed will be delivered to any relevant listing authority, stock exchange and/or quotation system on or before the Issue Date of such Instruments or, as the case may be, Pfandbrief Instruments. The terms and conditions applicable to each Series of Instruments or, as the case may be, Pfandbrief Instruments will be those set out herein as supplemented or modified by the relevant Pricing 9

13 Enforcement of Instruments in Global Form: Puts/Calls: Clearing Systems: Selling Restrictions: Supplement. If the relevant Pricing Supplement specifies that other terms and conditions apply to the Instruments, or as the case may Pfandbrief Instruments, such other terms and conditions shall be the legally binding terms and conditions of the Instruments or, as the case may be Pfandbrief Instruments. In the case of Instruments in global form, investors will have the benefit of a deed of covenant dated 26 November 2002, a copy of which will be available for inspection at the specified office of the Fiscal Agent. In the event that put and/or call options are applicable to any Instruments or, as the case may be, Pfandbrief Instruments (as agreed between the relevant Issuer and the relevant Dealer), the details thereof (including notice periods) will be inserted in the relevant Pricing Supplement or, in the case of Pfandbrief Instruments, described in the relevant terms and conditions. Puts/calls will in all cases be subject to any legal and/or regulatory requirement providing for minimum maturities for an issue denominated in a specific currency. Euroclear, CBL and/or any other clearing system (including CBF) as may be specified in the relevant Pricing Supplement or, in the case of Pfandbrief Instruments, as may be specified in the specific terms and conditions prepared for the relevant series of Pfandbrief Instruments. For a description of certain restrictions on offers, sales and deliveries of Instruments or, as the case may be, Pfandbrief Instruments and on the distribution of offering material in the United States of America, the United Kingdom, Japan, Germany and Ireland, see under Subscription and Sale. Further restrictions may be required in connection with any particular Tranche of Instruments or, as the case may be, Pfandbrief Instruments and will be specified in the documentation relating to such Tranche. 10

14 FORMS OF THE INSTRUMENTS Each Tranche of Instruments will initially be in the form of either a temporary global instrument (the Temporary Global Instrument ), without interest coupons, or a permanent global instrument (the Permanent Global Instrument ), without interest coupons, in each case as specified in the relevant Pricing Supplement. Each Temporary Global Instrument or, as the case may be, Permanent Global Instrument (each a Global Instrument ) will be deposited on or around the issue date of the relevant Tranche of the Instruments with a depositary or a common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System ( Euroclear ) and/or Clearstream Banking, société anonyme, Luxembourg ( CBL ) and/or Clearstream Banking AG, Frankfurt ( CBF ) and/or any other relevant clearing system. The relevant Pricing Supplement will also specify whether United States Treasury Regulation (c)(2)(i)(C) (the TEFRA C Rules ) or United States Treasury Regulation (c)(2)(i)(D) (the TEFRA D Rules ) are applicable in relation to the Instruments or, if the Instruments do not have a maturity of more than 365 days, that neither the TEFRA C Rules nor the TEFRA D Rules are applicable. Temporary Global Instrument exchangeable for Permanent Global Instrument If the relevant Pricing Supplement specifies the form of Instruments as being Temporary Global Instrument exchangeable for a Permanent Global Instrument, then the Instruments will initially be in the form of a Temporary Global Instrument which will be exchangeable, in whole or in part, for interests in a Permanent Global Instrument, without interest coupons, not earlier than 40 days after the issue date of the relevant Tranche of the Instruments upon certification as to non-u.s. beneficial ownership. No payments will be made under the Temporary Global Instrument unless exchange for interests in the Permanent Global Instrument is improperly withheld or refused. In addition, interest payments in respect of the Instruments cannot be collected without such certification of non-u.s. beneficial ownership. Whenever any interest in the Temporary Global Instrument is to be exchanged for an interest in a Permanent Global Instrument, the relevant Issuer shall procure (in the case of first exchange) the prompt delivery (free of charge to the bearer) of such Permanent Global Instrument to the bearer of the Temporary Global Instrument or (in the case of any subsequent exchange) an increase in the principal amount of the Permanent Global Instrument in accordance with its terms against: (i) (ii) presentation and (in the case of final exchange) surrender of the Temporary Global Instrument at the Specified Office of the Fiscal Agent; and receipt by the Fiscal Agent of a certificate or certificates of non-u.s. beneficial ownership, within 7 days of the bearer requesting such exchange. The principal amount of the Permanent Global Instrument shall be equal to the aggregate of the principal amounts specified in the certificates of non-u.s. beneficial ownership; provided, however, that in no circumstances shall the principal amount of the Permanent Global Instrument exceed the initial principal amount of the Temporary Global Instrument. The Permanent Global Instrument will be exchangeable in whole, but not in part, for Instruments in definitive form ( Definitive Instruments ): (i) (ii) (iii) on the expiry of such period of notice as may be specified in the relevant Pricing Supplement; or at any time, if so specified in the relevant Pricing Supplement; or if the relevant Pricing Supplement specifies in the limited circumstances described in the Permanent Global Instrument, then if (a) Euroclear or CBL or CBF or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or (b) any of the circumstances described in Condition 13 (Events of Default) occurs. Whenever the Permanent Global Instrument is to be exchanged for Definitive Instruments, the relevant Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive Instruments, duly authenticated and with Coupons and Talons attached (if so specified in the relevant Pricing Supplement), in an aggregate principal amount equal to the principal amount of the Permanent Global Instrument to the bearer of the 11

15 Permanent Global Instrument against the surrender of the Permanent Global Instrument at the Specified Office of the Fiscal Agent within 30 days of the bearer requesting such exchange. Temporary Global Instrument exchangeable for Definitive Instruments If the relevant Pricing Supplement specifies the form of Instruments as being Temporary Global Instrument exchangeable for Definitive Instruments and also specifies that the TEFRA C Rules are applicable or that neither the TEFRA C Rules or the TEFRA D Rules are applicable, then the Instruments will initially be in the form of a Temporary Global Instrument which will be exchangeable, in whole but not in part, for Definitive Instruments not earlier than 40 days after the issue date of the relevant Tranche of the Instruments. If the relevant Pricing Supplement specifies the form of Instruments as being Temporary Global Instrument exchangeable for Definitive Instruments and also specifies that the TEFRA D Rules are applicable, then the Instruments will initially be in the form of a Temporary Global Instrument which will be exchangeable, in whole or in part, for Definitive Instruments not earlier than 40 days after the issue date of the relevant Tranche of the Instruments upon certification as to non-u.s. beneficial ownership. Interest payments in respect of the Instruments cannot be collected without such certification of non-u.s. beneficial ownership. Whenever the Temporary Global Instrument is to be exchanged for Definitive Instruments, the relevant Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive Instruments, duly authenticated and with Coupons and Talons attached (if so specified in the relevant Pricing Supplement), in an aggregate principal amount equal to the principal amount of the Temporary Global Instrument to the bearer of the Temporary Global Instrument against the surrender of the Temporary Global Instrument at the Specified Office of the Fiscal Agent within 30 days of the bearer requesting such exchange. Permanent Global Instrument exchangeable for Definitive Instruments If the relevant Pricing Supplement specifies the form of Instruments as being Permanent Global Instrument exchangeable for Definitive Instruments, then the Instruments will initially be in the form of a Permanent Global Instrument which will be exchangeable in whole, but not in part, for Definitive Instruments: (i) (ii) (iii) on the expiry of such period of notice as may be specified in the relevant Pricing Supplement; or at any time, if so specified in the relevant Pricing Supplement; or if the relevant Pricing Supplement specifies in the limited circumstances described in the Permanent Global Instrument, then if (a) Euroclear or CBL or CBF or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or (b) any of the circumstances described in Condition 13 (Events of Default) occurs. Whenever the Permanent Global Instrument is to be exchanged for Definitive Instruments, the relevant Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive Instruments, duly authenticated and with Coupons and Talons attached (if so specified in the relevant Pricing Supplement), in an aggregate principal amount equal to the principal amount of the Permanent Global Instrument to the bearer of the Permanent Global Instrument against the surrender of the Permanent Global Instrument at the Specified Office of the Fiscal Agent within 30 days of the bearer requesting such exchange. Terms and Conditions applicable to the Instruments The terms and conditions applicable to any Definitive Instrument will be endorsed on that Instrument and will consist of the terms and conditions set out under Terms and Conditions of the Instruments below and the provisions of the relevant Pricing Supplement which supplement, amend and/or replace those terms and conditions. The terms and conditions applicable to any Instrument in global form will differ from those terms and conditions which would apply to the Instrument were it in definitive form to the extent described under Summary of Provisions Relating to the Instruments while in Global Form below. Legend concerning United States persons In the case of any Tranche of Instruments having a maturity of more than 365 days, the Instruments in global form, the Instruments in definitive form and any Coupons and Talons appertaining thereto will bear a legend to the following effect: 12

16 Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code. The sections referred to in such legend provide that a United States person who holds an Instrument, a Coupon or Talon will generally not be allowed to deduct any loss realised on the sale, exchange or redemption of such Instrument, Coupon or Talon and any gain (which might otherwise be characterised as capital gain) recognised on such sale, exchange or redemption will be treated as ordinary income. 13

17 TERMS AND CONDITIONS OF THE INSTRUMENTS The following is the text of the terms and conditions which, as supplemented, amended and/or replaced by the relevant Pricing Supplement, will be endorsed on each Instrument in definitive form issued under the Programme. The terms and conditions applicable to any Instrument in global form will differ from those terms and conditions which would apply to the Instrument were it in definitive form to the extent described under Summary of Provisions Relating to the Instruments while in Global Form below. 1. Introduction (a) Programme: DEPFA BANK plc ( DEPFA plc ) and DEPFA Deutsche Pfandbriefbank AG ( the Pfandbriefbank ) (each, an Issuer ) have established a programme (the Programme ) for the issuance of up to E25,000,000,000 in aggregate principal amount of debt instruments (the Instruments ). (b) (c) (d) (e) Pricing Supplement: Instruments issued under the Programme are issued in series (each a Series ) and each Series may comprise one or more tranches (each a Tranche ) of Instruments. Each Tranche is the subject of a pricing supplement (the Pricing Supplement ) which supplements these terms and conditions (the Conditions ). The terms and conditions applicable to any particular Tranche of Instruments are these Conditions as supplemented, amended and/or replaced by the relevant Pricing Supplement. In the event of any inconsistency between these Conditions and the relevant Pricing Supplement, the relevant Pricing Supplement shall prevail. Agency Agreement: The Instruments are the subject of an amended and restated issue and paying agency agreement dated 26 November 2002 (as amended or supplemented from time to time, the Agency Agreement ) between the Issuers, Deutsche Bank AG London as fiscal agent (the Fiscal Agent, which expression includes any successor fiscal agent appointed from time to time in connection with the Instruments), DEPFA Deutsche Pfandbriefbank AG as German fiscal agent (the German Fiscal Agent, which expression includes any successor German fiscal agent appointed from time to time in connection with the Instruments) and the paying agents named therein (together with the Fiscal Agent and the German Fiscal Agent, the Paying Agents, which expression includes any successor or additional paying agents appointed from time to time in connection with the Instruments). The Instruments: All subsequent references in these Conditions to Instruments are to the Instruments which are the subject of the relevant Pricing Supplement. Copies of the relevant Pricing Supplement are available for inspection by Instrumentholders (as defined below) during normal business hours at the Specified Offices of the Fiscal Agent and the German Fiscal Agent, the initial Specified Offices of which are set out below. Summaries: Certain provisions of these Conditions are summaries of the Agency Agreement and are subject to its detailed provisions. The holders of the Instruments (the Instrumentholders ) and the holders of the related interest coupons, if any, (the Couponholders and the Coupons, respectively) are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement applicable to them. Copies of the Agency Agreement are available for inspection by Instrumentholders during normal business hours at the Specified Offices of each of the Paying Agents, the initial Specified Offices of which are set out below. 2. Interpretation (a) Definitions: In these Conditions the following expressions have the following meanings: Accrual Yield has the meaning given in the relevant Pricing Supplement; Additional Business Centre(s) means the city or cities specified as such in the relevant Pricing Supplement; Additional Financial Centre(s) means the city or cities specified as such in the relevant Pricing Supplement; Business Day means: (i) in relation to any sum payable in Euro, a TARGET Settlement Day and a day on which commercial banks and foreign exchange markets settle payments generally in each (if any) Additional Business Centre; and 14

18 (ii) in relation to any sum payable in a currency other than Euro, a day on which commercial banks and foreign exchange markets settle payments generally in London, in the Principal Financial Centre of the relevant currency and in each (if any) Additional Business Centre; Business Day Convention, in relation to any particular date, has the meaning given in the relevant Pricing Supplement and, if so specified in the relevant Pricing Supplement, may have different meanings in relation to different dates and, in this context, the following expressions shall have the following meanings: (i) (ii) (iii) (iv) Following Business Day Convention means that the relevant date shall be postponed to the first following day that is a Business Day; Modified Following Business Day Convention or Modified Business Day Convention means that the relevant date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day; Preceding Business Day Convention means that the relevant date shall be brought forward to the first preceding day that is a Business Day; FRN Convention, Floating Rate Convention or Eurodollar Convention means that each relevant date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the relevant Pricing Supplement as the Specified Period after the calendar month in which the preceding such date occurred provided, however, that: (A) (B) (C) if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month; if any such date would otherwise fall on a day which is not a Business Day, then such date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day which is a Business Day; and if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the calendar month in which the preceding such date occurred; and (v) No Adjustment means that the relevant date shall not be adjusted in accordance with any Business Day Convention; Calculation Agent means the Fiscal Agent or such other Person specified in the relevant Pricing Supplement as the party responsible for calculating the Rate(s) of Interest and Interest Amount(s) and/or such other amount(s) as may be specified in the relevant Pricing Supplement; Coupon Sheet means, in respect of an Instrument, a coupon sheet relating to the Instrument; Day Count Fraction means, in respect of the calculation of an amount for any period of time (the Calculation Period ), such day count fraction as may be specified in these Conditions or the relevant Pricing Supplement and: (i) if Actual/Actual (ISMA) is so specified, means: (a) (b) where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and where the Calculation Period is longer than one Regular Period, the sum of: (A) the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and 15