Bail-in

Regulatory Bail-in and Other Resolution Measures

If the competent authority determines that the Issuer is failing or likely to fail and certain other conditions are met (as set forth in the SRM Regulation, the SAG and other applicable rules and regulations), the competent resolution authority has the power to write down, including to write down to zero, claims for payment of the principal, interest or any other amount in respect of the Notes, to convert the Notes into ordinary shares or other instruments qualifying as common equity tier 1 capital (the write-down and conversion powers are hereinafter referred to as the "Bail-in tool"), or to apply any other resolution measure including (but not limited to) a transfer of the Notes to another entity, a variation of the terms and conditions of the Notes (including, but not limited to, the variation of maturity of the Notes) or a cancellation of the Notes. The Bail-in tool and each of these other resolution measures are hereinafter referred to as a "Resolution Measure". The competent resolution authority may apply Resolution Measures individually or in any combination.

Within the Issuer’s unsecured and unsubordinated liabilities, such as unsubordinated Notes issued under this Programme, Section 46f(5)–(7) of the German Banking Act (Kreditwesengesetz, "KWG") determines that certain unsecured and unsubordinated debt instruments of the Issuer (hereinafter referred to as "Non-Preferred Senior Obligations") rank below the Issuer’s other senior liabilities (hereinafter referred to as "Preferred Senior Obligations"). As a consequence, Non-Preferred Senior Obligations would bear losses before Preferred Senior Obligations in the event of insolvency or the application of Resolution Measures, such as the Bail-in tool, affecting the Issuer. Among the Preferred Senior Obligations are "structured" senior unsecured debt instruments as defined in Section 46f(7) KWG, i.e., senior unsecured debt instruments whose terms provide that (i) the amount of the repayment depends on the occurrence or non-occurrence of an event which is uncertain at the point in time when the senior unsecured debt instruments are issued, or settlement is effected in a way other than by monetary payment, or (ii) the amount of the interest payments depends on the occurrence or non-occurrence of an event which is uncertain at the point in time when the senior unsecured debt instruments are issued unless the amount of the interest payments solely depends on a fixed or floating reference interest rate, and settlement is effected by monetary payment. "Non-structured" unsecured and unsubordinated Notes issued under this Programme that do not meet the terms described in (i) or (ii) above, including Fixed Rate Notes, Zero Coupon Notes, and Floating Rate Notes linked to LIBOR or EURIBOR, are, therefore, expected to constitute Non-Preferred Senior Obligations that would bear losses in a German insolvency proceeding or in the event of the imposition of Resolution Measures before Preferred Senior Obligations. In a German insolvency proceeding or in the event of the imposition of Resolution Measures with respect to the Issuer, the competent resolution authority or court would determine whether unsecured and unsubordinated Notes issued under the Programme qualify as Preferred Senior Obligations or as Non-Preferred Senior Obligations.