Spread to (Interpol. ann.) swaprate (initial credit spread)

Interpolated annualized midswap yield to First Call Date

2.497%

By subscribing for or otherwise acquiring the Notes, the holders will be bound by and will be deemed to consent to the imposition of any Resolution Measure (as defined below) by the Issuer’s competent resolution authority.

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

•       write down, including write down to zero, the claims for payment of the principal amount, the interest amount or any other amount in respect of the Notes;

•       convert the Notes into ordinary shares or other instruments qualifying as core equity tier one capital; and/or

•       apply any other resolution measure, including, but not limited to, (i) any transfer of the Notes to another entity, (ii) the amendment of the terms and conditions of the Notes or (iii) the cancellation of the Notes.

Each of these measures is referred to as a “Resolution Measure.” Resolution Measures include, among others, the measures generally referred to within the meaning of the “bail-in tool” under the European directive of May 15, 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms.

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

•         to be bound by any Resolution Measure;

•        that you will have no claim or other right against the Issuer arising out of any Resolution Measure; and

•       that the imposition of any Resolution Measure will not constitute a default or an event of default under the Notes, the capital securities indenture or the U.S. Trust Indenture Act, as amended (the “Trust Indenture Act”).

By your acquisition of the Notes, you waive, to the extent permitted by the Trust Indenture Act, any and all claims against the trustee for, agree not to initiate a suit against the trustee in respect of, and agree that the trustee will not be liable for, any action that the trustee takes, or abstains from taking, in either case in accordance with the imposition of a Resolution Measure by the Issuer’s competent resolution authority with respect to the Notes.

The Issuer has the right, in its sole discretion, to cancel all or part of any payment of interest, including (but not limited to) if such cancellation is necessary to prevent the Issuer’s Common Equity Tier 1 capital ratio pursuant to Article 92 (1) (a) CRR or any successor provision, determined on a consolidated basis (referred to as the Issuer’s “Common Equity Tier 1 Capital Ratio”) from falling below 5.125 per cent. or to meet a requirement imposed by law or the Issuer’s competent supervisory authority. If the Issuer makes use of such right, it will give notice to the holders in accordance with the capital securities indenture without undue delay, but no later than on the relevant interest payment date.

“CRR” means Regulation (EU) No 575/2013 of the European Parliament and the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (including any provisions of regulatory law supplementing this Regulation); to the extent that any provisions of the CRR are amended or replaced, the term CRR as used in the capital securities indenture and the terms of the Notes also refer to such amended provisions or successor provisions.

Payment of interest on the Notes for the relevant interest period will be cancelled (without prejudice to the exercise of the Issuer’s sole discretion pursuant to the terms described herein):

•       to the extent that such payment of interest together with any additional kind of payment of dividends or interest (referred to as a “Distribution”) that are simultaneously planned or made or that have been made by the Issuer on the other capital instruments which, according to the CRR, qualify as common equity Tier 1 capital or Additional Tier 1 capital (referred to as “Tier 1 Instruments”) in the Issuer’s then current financial year would exceed the Available Distributable Items, provided that, for such purpose, the Available Distributable Items will be increased by an amount equal to what has been accounted for as expenses for Distributions in respect of Tier 1 Instruments (including payments of interest on the Notes) in the determination of the profit (Gewinn) on which the Available Distributable Items are based; or

•       if and to the extent that the Issuer’s competent supervisory authority orders that all or part of the relevant payment of interest be cancelled or another prohibition of Distributions is imposed by law or an authority.

“Available Distributable Items” means, with respect to any payment of interest, the profit (Gewinn) as of the end of the Issuer’s financial year immediately preceding the relevant interest payment date, and for which audited annual financial statements are available, plus (i) any profits carried forward and distributable reserves (ausschüttungsfähige Rücklagen), minus (ii) any losses carried forward and any profits which are non-distributable pursuant to applicable law or the Issuer’s Articles of Association and any amounts allocated to the non-distributable reserves, provided that such profits, losses and reserves will be determined on the basis of the Issuer’s unconsolidated financial statements prepared in accordance with accounting principles generally accepted in the Federal Republic of Germany as described in the German Commercial Code (Handelsgesetzbuch) and other applicable German law then in effect (“German GAAP”) and not on the basis of the Issuer’s consolidated financial statements.

For more information on the calculation of Available Distributable Items, see “Available Distributable Items of the Bank” of the Prospectus.

By your acquisition of the Notes, you will be deemed irrevocably to have agreed and, subject to any write-down as described herein, you will agree, that:

•       interest is due and payable in respect of any period only if and to the extent that the Issuer has not exercised the Issuer’s sole discretion to cancel such payment, and no amount of interest will become due and payable in respect of any such period to the extent that it has been (i) cancelled (in whole or in part) by Issuer at its sole discretion in accordance with the terms described in “Description of the Notes—Cancellation of Interest Payments—Discretionary Cancellation of Interest Payments” of the Prospectus, (ii) cancelled (in whole or in part) pursuant to a Resolution Measure and/or (iii) deemed cancelled (in whole or in part) pursuant to the terms described in “Description of the Notes—Cancellation of Interest Payments—Mandatory Cancellation of Interest Payments” of the Prospectus;

•        a cancellation or deemed cancellation of interest (in each case, in whole or in part) in accordance with the terms of the Notes and of the capital securities indenture will not constitute a default in payment or otherwise constitute a default under, or a breach of, the terms of the Notes or the capital securities indenture; and

•          interest, principal or other amounts on the Notes will only be or become due and payable in accordance with the terms described in “Description of the Notes—Cancellation of Interest Payments—Interest on the Notes Only Due and Payable if Not Cancelled or Deemed Cancelled” and the section “Description of the Notes—Cancellation of Interest Payments—Deemed Agreement to Cancellation of Interest Payments” of the Prospectus.

Upon the occurrence of a Trigger Event (as defined below), the redemption amount and the nominal amount of the Notes will be reduced by the amount of the relevant write-down (as further described below). Accordingly, under the terms of the Notes, upon the occurrence of a Trigger Event leading to a write-down in the principal amount of the Notes, you could lose all or part of the value of your investment in the Notes. A regulatory write-down will not constitute a default or an event of default under the Notes or the capital securities indenture or give rise to any right to accelerate the repayment of any principal on the Notes.

A “Trigger Event” will occur if, at any time, the Issuer’s Common Equity Tier 1 Capital Ratio falls below the 5.125 per cent.

Upon the occurrence of a Trigger Event, a write-down will be effected pro rata with all other Additional Tier 1 instruments within the meaning of the CRR (Additional Tier 1 capital), the terms of which provide for a write-down (whether permanent or temporary) upon the occurrence of the Trigger Event. For such purpose, the total amount of the write-downs to be allocated pro rata will be equal to the amount required to restore fully the Issuer’s Common Equity Tier 1 Capital Ratio to 5.125 per cent. but will not exceed the sum of the nominal amounts of the relevant instruments outstanding at the time of occurrence of the Trigger Event.

The sum of the write-downs to be effected with respect to the Notes will be limited to the outstanding aggregate nominal amount of the Notes at the time of occurrence of the relevant Trigger Event.

By your acquisition of the Notes, you will be deemed irrevocably to have agreed and, subject to any interest cancellation (see “Description of the Notes—Cancellation of Interest Payments” of the Prospectus), you will agree, that:

•       interest is not due and payable on any portions of the aggregate nominal amount of the Notes written down in accordance with the terms described in “Description of the Notes—Write-downs and Write-ups of the Principal Amount of the Notes—Write-downs of the Principal Amount of the Notes” of the Prospectus (to the extent not subsequently written up in accordance with the terms described in “Description of the Notes—Write-downs and Write-ups of the Principal Amount of the Notes—Write-ups of the Principal Amount of the Notes” of the Prospectus);

•        a write-down of the nominal amount of the Notes (in whole or in part) in accordance with the terms of the capital securities indenture will not constitute a default in payment or otherwise constitute a default under, or a breach of, the terms of the Notes or the capital securities indenture; and

•        interest or principal on the Notes will only be or become due and payable on an interest payment date or other relevant date to the extent the nominal amount of the Notes at the time of such payment has not been written down in accordance with the terms described in “Description of the Notes—Write-downs and Write-ups of the Principal Amount of the Notes—Write-downs of the Principal Amount of the Notes” (in whole or in part, and to the extent not subsequently written up pursuant to the terms described in “Description of the Notes—Write-downs and Write-ups of the Principal Amount of the Notes—Write-ups of the Principal Amount of the Notes” of the Prospectus.) Any interest, principal or other amounts unpaid as a result of a write-down (in whole or in part) in accordance with the terms described in “Description of the Notes—Write-downs and Write-ups of the Principal Amount of the Notes—Write-downs of the Principal Amount of the Notes” of the Prospectus will not be due and will not accumulate or be payable at any time thereafter, and you will have no rights thereto or in connection therewith or any claim therefor, and you will not be entitled to any additional interest or compensation as a result of or in connection with such write-down.

After a write-down has been effected, the nominal amount and the redemption amount of each Note, unless previously redeemed or repurchased and cancelled, may be written up in accordance with the following provisions in each of the Issuer’s financial years, subsequent to the occurrence of such write-down, until the full initial nominal amount has been reached, to the extent that a corresponding annual profit (Jahresüberschuss, calculated in accordance with German law and accounting principles) is recorded, and the write-up will not give rise to or increase an annual loss (Jahresfehlbetrag, calculated in accordance with German law and accounting principles). The write-up will occur with effect as of (and including) the interest payment date immediately following the Issuer’s financial year for which the above-mentioned annual profit (Jahresüberschuss) was determined.

The write-up will be effected pari passu with write-ups of other Additional Tier 1 instruments within the meaning of the CRR, unless this would cause the Issuer to be in breach of any of the Issuer’s contractual obligations that the it has assumed, or with any statutory or regulatory obligations.

Subject to the conditions described in “Description of the Notes—Write-downs and Write-ups of the Principal Amount of the Notes—Write-ups of the Principal Amount of the Notes” of the Prospectus, which may limit the extent of any write-up, it will be at the Issuer’s discretion to effect a write-up. In particular, the Issuer may effect a write-up only in part or effect no write-up at all, even if a corresponding annual profit is recorded and the conditions described in “Description of the Notes—Write-downs and Write-ups of the Principal Amount of the Notes—Write-ups of the Principal Amount of the Notes” of the Prospectus are fulfilled.

There are no defaults or events of default under the Notes, and under no circumstances may the holders or the trustee declare the principal amount of the Notes and interest accrued thereon to be due and payable.

By your acquisition of the Notes, you will be deemed irrevocably to have agreed that (i) the imposition of a Resolution Measure by the Issuer’s competent resolution authority with respect to the Notes (ii) a cancellation of interest pursuant to the terms described in “—Cancellation of Interest Payments” of the Prospectus or (iii) a write-down pursuant to the terms described in “—Write-downs and Write-ups of the Principal Amount of the Notes” of the Prospectus will not give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act.

The Issuer may redeem all, but not some, of the Notes, subject to the prior consent of its competent supervisory authority, upon not less than 25 days’ notice of redemption with effect as of the First Call Date and any fifth anniversary of the immediately preceding Early Redemption Date which together is referred to as the “Early Redemption Date.” The redemption price of each Note so redeemed, unless previously redeemed in whole or in part or repurchased and cancelled, will be the initial nominal amount of the Note together with interest (if any, and subject to a cancellation of the interest payment accrued to (and excluding) the Early Redemption Date), unless such Note is written down in whole or in part pursuant to a Resolution Measure, in which case the redemption price will be the nominal amount of the Note after giving effect to such write-down.

Early Redemption for Reasons of Taxation