FINAL TERMS PART A CONTRACTUAL TERMS

Transcription

1 FINAL TERMS Draft 2 The Final Terms dated 31 August 2007 UBS AG, acting through its Jersey Branch Issue of EUR [ ] Non Interest Bearing Capital Protected Notes linked to a Basket of 3 Indices due March 2012 under the Euro Note Programme PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 4 July 2007 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive ). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at the website of the regulated market of the Irish Stock Exchange and copies may be obtained from the offices of the Paying Agents, HSBC Bank plc, 8 Canada Square, London E14 5HQ, Dexia Banque International à Luxembourg, 69 route d Esch, L-2953 Luxembourg and HSBC Institutional Trust Services (Ireland) Limited, HSBC House, Harcourt Centre, Harcourt Street, Dublin 2, Ireland. Any Notes purchased by any person for resale may not be offered in any jurisdiction in circumstances that would result in the Issuer being obliged to register any further prospectus or corresponding document relating to the Notes in that jurisdiction. WARNING - The contents of this document have not been reviewed by any regulatory authority in Hong Kong. Investors are advised to exercise caution in relation to the offer. If an investor is in any doubt about any of the contents of this document, the investor should obtain independent professional advice. 1. Issuer: UBS AG, acting through it Jersey branch 2. (i) Series Number: 4886 (ii) Tranche Number: 1 3. Currency or Currencies: Euro ( EUR ) 4. Aggregate Nominal Amount: EUR [ ] 5. Issue Price: per cent. of the Aggregate Nominal Amount 6. Specified Denominations: Bearer Notes: EUR 1, Issue Date 31 August Maturity Date: 05 March 2012, or such day is not a Business Day, then the Maturity Date shall be the next

2 following day that is a Business Day 9. Interest Basis: Non Interest Bearing 10. Redemption/Payment Basis: Index Linked Redemption (further particulars specified in the Annex hereto) 11. Change of Interest or Redemption Payment Basis: 12. Put/Call Options: 13. (i) Status of the Notes: Senior (ii) Date of Board approval for issuance of Notes obtained: 23 August Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions: 16. Floating Rate Note Provisions: 17. Zero Coupon Note Provisions: 19. Dual Currency note Provisions: PROVISIONS RELATING TO REDEMPTION 20. Redemption Amount: As detailed in the Annex hereto 21. Tax Redemption Amount: If the Note is redeemed as a result of the Issuer being required to pay Additional Amounts, then the Tax Redemption Amount is the fair market value of the Note on the fifth day before the date for early redemption, less the cost of unwinding any underlying related hedging arrangements, all as determined by the Calculation Agent in its absolute discretion. The notice provisions of Condition 7(b) of the Base Prospectus apply to this Note 22. Optional Redemption (Call) 23. Optional Redemption (Put) 24. Optional Redemption Amount: 25. Optional Redemption Date: 26. Minimum/Higher Redemption Amount: 27. Other Redemption details: As detailed in the Annex hereto under the section headed Secondary Market. 28. Final Redemption Amount of each Note In cases where the Final Redemption Amount is Index-Linked or other variable-linked: (i) Index/Formula/variable: As detailed in the Annex hereto As detailed in the Annex hereto (ii) Calculation Agent responsible for UBS AG, London Branch acting in its capacity as the Calculation Agent under the

3 calculating the Final Redemption Amount: (iii) Provisions for determining Final Redemption Amount where calculated by reference to Index and/or Formula and/or other variable: (iv) Determination Date(s): (v) Provisions for determining Final Redemption Amount where calculation by reference to Index and/or Formula and/or other variable is impossible or impracticable or otherwise disrupted: (vi) Payment Date: (vii) Minimum Final Redemption Amount: (viii) Maximum Final Redemption Amount: Calculation Agency Agreement, which term shall include any successor hereto or any agent acting on behalf thereof, as the case may be. The Calculation Agent will act solely as agent of the Issuer and will not assume any obligations or relationships of agency or trust to or with the Instrument holders. All determinations made by the Calculation Agent, shall be provided to the Paying Agent, the Fiscal Agent and the Dealer as soon as practicable. As detailed in the Annex hereto As detailed in the Annex hereto As detailed in the Annex hereto The Maturity Date EUR 1,000 per Note of EUR 1,000 specified denomination 29. Early Redemption Amount Early Redemption Amount(s) of each Note payable on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): As set out in the Conditions GENERAL PROVISIONS APPLICABLE TO THE NOTES 30. Form of Notes: Bearer Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for definitive Notes in the limited circumstances specified in the Permanent Global Note 31. New Global Note: No 32. Business Days: London and TARGET 33. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 34. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to No

4 forfeit the Notes and interest due on late payment: 35. Redenomination applicable: No 36. Exchangeability applicable: No 37. Other final terms or special conditions: As detailed in the Annex hereto DISTRIBUTION 38. (i) If syndicated, names and addresses of Managers and underwriting commitments: (ii) Date of Subscription Agreement: (iii) Stabilising Manager (if any): 39. If non-syndicated, name and address of Dealer: UBS Limited, 100 Liverpool Street, London EC2M 2RH 40. Total commission and concession: The commission to be paid to the Distributor (as defined in the Annex hereto) by the Dealer in respect of the full tenor of the Notes will be between three per cent. and five per cent. of the Aggregate Nominal Amount of the Notes placed through the Distributor. 41. U.S. Selling Restrictions: TEFRA D 42. Non-exempt Offer: An offer of the Notes may be made by the Distributor other than pursuant to Article 3(2) of the Prospectus Directive in Belgium ( Public Offer Jurisdictions ) during the period from [23 July 2007] until [28 August 2007] ( Offer Period ). See further Paragraph 10 of Part B below. 43. Additional selling restrictions:

5 LISTING AND ADMISSION TO TRADING APPLICATION These Final Terms comprises the final terms required for the Notes described herein to be listed on the Official List and admitted to trading on the Irish Stock Exchange s regulated market pursuant to the Euro Medium Term Note Programme of UBS AG. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer: By: By: Duly authorised Duly authorised

6 1. LISTING (i) Listing: (ii) Admission to trading: PART B OTHER INFORMATION Ireland Application has been made for the Notes to be admitted to trading on the Irish Stock Exchange s regulated market with effect from 31 August NOTIFICATION The IFSRA has provided the Commission Bancaire, Financière et des Assurances with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive. 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER Save as discussed in Subscription and Sale, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer See Use of Proceeds section of Base Prospectus (ii) Estimated net proceeds: EUR [ ] (iii) Estimated total expenses: [ ] 5. PERFORMANCE OF INDEX/FORMULA/other variable, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS and other information concerning the underlying Information regarding the Dow Jones EURO STOXX Select Dividend 30 Index SM, including historical closing levels, can be found on the STOXX website at: Information regarding the MSCI Asia Pacific ex Japan Index, including historical closing levels, can be found on the MSCI Barra website at: Information regarding the S&P Global Infrastructure Index EUR, including historical closing levels, can be found on the Standard & Poor s website at: Index Disclaimers Dow Jones EURO STOXX Select Dividend 30 Index SM : "Dow Jones" and "Dow Jones EUROSTOXX Select Dividend 30 IndexSM" are service marks of Dow Jones & Company, Inc. and have been licensed for use for certain purposes by the Issuer. Dow Jones & Company, Inc. has no relationship to the Issuer, other than the licensing of the Dow Jones STOXX 50 Index and its service marks in connection with the Products. The Products based on the Dow Jones STOXX 50 Index are not sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones makes no representation regarding the advisability of investing in such Products.

7 STOXX and Dow Jones have no relationship to UBS, other than the licensing of the Dow Jones EUROSTOXX Select Dividend 30 Index and the related trademarks for use in connection with the Products. STOXX and Dow Jones do not: Sponsor, endorse, sell or promote the Products. Recommend that any person invest in the Products or any other securities. Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Products. Have any responsibility or liability for the administration, management or marketing of the Products. Consider the needs of the Products or the owners of the Products in determining, composing or calculating the Dow Jones STOXX 50 index or have any obligation to do so. STOXX and Dow Jones will not have any liability in connection with the Products. Specifically, STOXX and Dow Jones do not make any warranty, express or implied and disclaim any and all warranty about: The results to be obtained by the Products, the owner of the Products or any other person in connection with the use of the Dow Jones EUROSTOXX Select Dividend 30 Index and the data included in the Dow Jones EUROSTOXX Select Dividend 30 Index. The accuracy or completeness of the Dow Jones EUROSTOXX Select Dividend 30 Index and its data; The merchantability and the fitness for a particular purpose or use of the Dow Jones EUROSTOXX Select Dividend 30 Index and its data STOXX and Dow Jones will have no liability for any errors, omissions or interruptions in the Dow Jones EUROSTOXX Select Dividend 30 Index or its data. Under no circumstances will STOXX or Dow Jones be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or Dow Jones knows that they might occur. The licensing agreement between UBS and STOXX is solely for their benefit and not for the benefit of the owners of the Products or any other third parties. MSCI Asia Pacific ex Japan Index: THIS FINANCIAL PRODUCT IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MORGAN STANLEY CAPITAL INTERNATIONAL INC. ("MSCI"), ANY AFFILIATE OF MSCI OR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX. THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY LICENSEE. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FINANCIAL PRODUCT OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY OF INVESTING IN FINANCIAL SECURITIES GENERALLY OR IN THIS FINANCIAL PRODUCT PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THIS FINANCIAL PRODUCT OR THE ISSUER OR OWNER OF THIS FINANCIAL PRODUCT. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUERS OR OWNERS OF THIS FINANCIAL PRODUCT INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NEITHER MSCI, ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS FINANCIAL PRODUCT TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THIS FINANCIAL PRODUCT IS REDEEMABLE FOR CASH. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED

8 TO, THE MAKING OR COMPILING ANY MSCI INDEX HAS ANY OBLIGATION OR LIABILITY TO THE OWNERS OF THIS FINANCIAL PRODUCT IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THIS FINANCIAL PRODUCT. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO MAKING OR COMPILING ANY MSCI INDEX WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE'S CUSTOMERS OR COUNTERPARTIES, ISSUERS OF THE FINANCIAL SECURITIES, OWNERS OF THE FINANCIAL SECURITIES, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND MSCI, ANY OF ITS AFFILIATES AND ANY OTHER PARTY INVOLVED IN, OR RELATED TO MAKING OR COMPILING ANY MSCI INDEX HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI, ANY OF ITS AFFILIATES OR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. S&P Global Infrastructure Index EUR: Standard & Poor's," "S&P " and "S&P Global Infrastructure Index" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by UBS. The Notes are not sponsored, endorsed, sold or promoted by S&P and S&P makes no representation regarding the advisability of investing in the Notes." The Notes is not sponsored, endorsed, sold or promoted by Standard & Poor s, a division of McGraw-Hill, Inc. ( S&P ). S&P makes no representation or warranty, express or implied, to the owners of the Notes or any member of the public regarding the advisability of investing in securities generally or in the Notes particularly or the ability of the S&P Global Infrastructure Index EUR to track general stock market performance. S&P s only relationship to the Licensee is the licensing of certain trademarks and trade names of S&P and of the S&P Global Infrastructure Index EUR which is determined, composed and calculated by S&P without regard to the Licensee or the Notes. S&P has no obligation to take the needs of the Licensee or the owners of the Notes into consideration in determining, composing or calculating the S&P Global Infrastructure Index EUR. S&P is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Notes to be issued or in the determination or calculation of the equation by which the Notes is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the

9 Notes. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P GLOBAL INFRASTRUCTURE INDEX EUR OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES No purchaser, seller or holder of this security, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this product without first contacting MSCI to determine whether MSCI's permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI. The Issuer does not intend to provide post-issuance information. 6. OPERATIONAL INFORMATION ISIN Code: XS Common Code: New Global Note intended to be held in a manner which would allow Eurosystem eligibility: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme and the relevant identification number(s): Delivery: Names and addresses of additional Paying Agent(s) (if any): Delivery against payment 7. TERMS AND CONDITIONS OF THE OFFER Offer Price: per cent. of the Aggregate Nominal Amount Conditions to which the offer is subject: Description of the application process: Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the minimum and/or maximum

10 amount of application: Details of the method and time limits for paying up and delivering the Notes: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised: Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries: Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: [/give details] 8. ADDITIONAL RISK FACTORS Prospective investors of Notes should carefully consider the following information in conjunction with other information contained in the Base Prospectus before purchasing the Notes. The attention of investors is drawn to pages 14 to 15 of the Base Prospectus headed Risk Factors (incorporated by reference herein). These Final Terms however cannot disclose all of the risks and other significant aspects of the Notes and investment decisions should not be made solely on the basis of these risk factors since the information contained herein cannot serve as a substitute for independent individual advice which is tailored to the requirements, investment objectives, experience, knowledge and circumstances of a prospective investor. Each prospective investor of Notes should consider carefully whether the Notes are suitable for it in the light of its circumstances and financial position and in view of the complexity and risks inherent in the Notes. prospective investors of Notes should be experienced with respect to derivatives, particularly options and options transactions. Furthermore, prospective investors of Notes should understand the risks of transactions involving the Notes and should reach an investment decision only after careful consideration of the suitability of the Notes in light of their particular financial circumstances and after consultation with their own legal, tax, accountancy and other professional advisers. No person should deal in the Notes unless that person understands fully the nature of the relevant transaction. Such transaction is suitable only for, and should be made only by, an investor who has no need for liquidity and understands and can afford the financial and other risks of this transaction. Terms not defined herein have the same meaning as set out in the Annex to this Securities Note. Factors affecting the Index and the redemption amount under the Notes Prospective investors of Notes should be familiar with investments in the global capital market and with derivatives and the assets underlying each Component Index (each a Component Asset ) and each Index generally. The value of the Notes can be volatile. Changes in the level of the Index may result in sudden and large fluctuations in the value of the Notes. The level of the Index may vary over time and may increase or decrease by

11 reference to a variety of factors, which may include, but are not limited to, corporate actions and macro economic factors. The level of each Index is based on the value of the assets comprised in that Index although prospective investors should note that the level of an Index at any time will not include the reinvestment of the yield on the assets comprised in that Index. Prospective investors should understand that global economic, financial and political developments, among other things, may have a material effect on the value of the assets comprising an Index and/or the performance of an Index. Prospective investors should also note that dividends paid to holders of the assets comprised in an Index will not be paid to the Issuer or to the Noteholders. The return on the Notes will thus not reflect any dividends which would be paid to investors that have made a direct investment in the assets comprised in an Index. Consequently, the return on the Notes may be less than the return from a direct investment in the assets comprised in the Index. Prospective purchasers of Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances, financial condition and taxation. Issue Price The Issue Price in respect of the Notes may not be an accurate reflection of the market value of such Notes as at the Issue Date. The price at which the Notes may be sold in secondary market transactions may be lower or higher than the Issue Price. In particular, the Issue Price in respect of the Notes may take into account, among other things, any distribution fee payable to, or any discount with which the Notes are made available to, any appointed distributor of the Notes with respect to the offer and sale of the Notes. Investing in the Notes is not the same as investing in a Component Asset Prospective investors should be aware that the market value of the Notes may not have a direct relationship with the prevailing level or price of the Component Assets, in that changes in the prevailing level or price of the Component Assets will not necessarily result in a comparable change in the market value of the Notes. Secondary market and liquidity for the Notes There can be no assurance as to how any Notes will trade in the secondary market, whether there will be a secondary market or, if a secondary market exists, whether such market will be sustainable or liquid or illiquid. No assurance can be given that the Notes will in fact be traded or, if the Notes are so traded, that such trading will be maintained and whether there will be a secondary market for any Notes so traded. If the Notes are not traded on any stock exchange, pricing information for such Notes may be more difficult to obtain, and the liquidity and market prices of such Notes may be adversely affected. The liquidity of the Notes may also be affected by restrictions, if any, on offers and sales of the Notes in some jurisdictions. In any case, due to the relative complexity and lower liquidity of the Notes if compared to more conventional financial instruments such as shares, comparatively larger spreads between bid and ask quotes should be expected. The Notes may be redeemed prior to maturity Prospective investors should be aware that if an Index is not calculated and announced by the relevant Sponsor, then if the Calculation Agent determines that such Index is not calculated and announced by a successor sponsor or replaced by a successor index, the Notes shall

12 terminate and the Issuer shall pay the fair market value of the Notes at the date of termination, less any costs to the Issuer of adjusting any positions hedging the Note. Payment that Noteholders receive on termination of the Notes may be less than the principal amount that they have invested in the Notes In the event that the Issuer Potential conflicts of interest The Issuer, the Dealer, the Calculation Agent and/or their respective subsidiaries may, from time to time, engage in purchase, sale or other transactions involving the Component Assets or related derivatives for their proprietary accounts and/or for accounts under their management and/or for clients. Such transactions may have a positive or negative effect on the Index and consequently on the value of the Notes. In addition, the Issuer, the Dealer, the Calculation Agent and/or their respective subsidiaries may, from time to time, act in other capacities with regard to the Notes (such as in an agency capacity and/or as the calculation agent) and may issue or participate in the issue of other competing financial instruments in respect of the Component Assets or similar securities or assets in similar sectors or markets and the introduction of such competing financial instruments may affect the value of the Notes. Such activities could present certain conflicts of interest with the interest of Noteholders and may affect the value of the Notes. The Issuer, the Dealer, the Calculation Agent and/or their respective subsidiaries owe no duty or responsibility to any Noteholder (or any other party) to avoid such conflicts. In connection with the offering of the Notes, the Issuer, the Dealer, the Calculation Agent and/or their respective subsidiaries may enter into one or more hedging transactions with respect to any of the Component Assets or related derivatives. In connection with such hedging or with respect to proprietary or other trading activities by the Issuer, the Guarantor, the Dealer, the Calculation Agent and/or their respective subsidiaries, the Issuer, the Dealer, the Calculation Agent and/or their respective subsidiaries may enter into transactions in any of the Component Assets of the Index or related derivatives which may affect the market price, liquidity or value of the Notes and which could be deemed to be adverse to the interests of the relevant Noteholders. The Issuer, the Dealer, the Calculation Agent and/or their respective subsidiaries may act as market maker in respect of the Notes, trading in their own name and for their own account as well as conducting hedging transactions and may hold call and/or put options in relation to the Notes. This could influence the market price, liquidity or value of the Notes and could be deemed to be adverse to the interest of the Noteholders. The Issuer, the Dealer, the Calculation Agent and/or their respective subsidiaries owe no duty or responsibility to any Noteholder (or any other party) to avoid such conflicts. Determinations by the Calculation Agent The Calculation Agent has certain discretions to determine whether certain events as further set out in the Annex to these Final Terms have occurred. Prospective investors should be aware that any determination made by the Calculation Agent may have an adverse effect on the value of the Notes. For example, the Calculation Agent may determine that a Market Disruption Event has occurred or exists at a relevant time which may affect the determination of the level or price of a Component Asset on a relevant Exchange Business Day and/or may delay settlement in respect of the Notes. Any such discretion exercised by, or any calculation made by, the Calculation Agent (in the absence of manifest error) shall be binding. Adjustments

13 The Calculation Agent may adjust the terms of the Notes in the case of a Market Disruption Event, where an adjustment to an Index is required and/or such other similar adjustment or extraordinary event pursuant to terms as set out in the Annex to these Final Terms. Any such adjustment may have an adverse impact on the value of the Notes. Any such discretion exercised by, or any calculation made by the Calculation Agent (in the absence of manifest error) shall be binding.

14 ANNEX to the Final Terms 1. Definitions Calculation and Agency Agreement means the calculation agency agreement entered into between the Issuer, the Calculation Agent and any other party named therein. Distributor means Deutsche Bank Belgium S.A./N.V., in its capacity as distributor of the Note. Exchange(s) means, in respect of each Index such exchanges on which securities comprising that Index are traded as determined by the relevant Sponsor from time to time. "Exchange Business Day" means any day that is (or, but for the occurrence of a Market Disruption Event, would have been), a trading day on all the Exchanges and the Related Exchanges. Final Observation Date means 29 February 2012 (this being Observation Date 54 ), or if such day is not an Exchange Business Day then the Final Observation Date shall be the next following day that is an Exchange Business Day. Gearing means per cent. Index or Index i means each Component Index constituting the Underlying Basket (as defined below). "Market Disruption Event" means in relation to an Index, the occurrence or existence on any Exchange Business Day of any suspension of or limitation imposed upon trading (by reason of movements in price exceeding limits permitted by the relevant Exchange or otherwise) on (i) the Exchange(s) in securities that comprise the Index or (ii) any Related Exchange in futures contracts on the Index, if such suspension or limitation is, in the determination of the Calculation Agent, material. Observation Date k means the last calendar day of each month, from and including the Strike Date (Observation Date 0 ), up to and including the Final Observation Date (Observation Date 54 ), provided that if any such day is not an Exchange Business Day for an Index, then the relevant Observation Date k for that particular Index only shall be the next following day that is an Exchange Business Day for that Index.. "Related Exchange" means each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such Index. Sponsor(s) means in respect of the DJ EUROSTOXX Index, Stoxx Limited (or any successor sponsor); in respect of the MSCI Index, Morgan Stanley Capital International Inc (or any successor sponsor); and in respect of the S&P Index, Standard & Poor s (or any successor sponsor). Strike Date means 31 August 2007 (this being Observation Date 0 ). SD means Specified Denominations.

15 Underlying Basket means a basket, composed of the following indices: c Component Index Bloomberg code 1 Dow Jones EUROSTOXX Select Dividend 30 Index ( DJ EUROTOXX Index ) SD3E index 2 MSCI Asia Pacific ex Japan ( MSCI Index ) MXAPJ index 3 S&P Global Infrastructure Index EUR ( S&P Index ) SPGTINFE index 2. Redemption Amount Each Note will redeem on the Maturity Date in EUR at the Redemption Amount determined by the Calculation Agent acting in good faith and in its sole discretion, in accordance with the following formula: Basket final Basket SD * Max(100%; 100% + Min 45%; Gearing * Basket initial initial Where, Basket initial means a value determined by the Calculation Agent in accordance with the following formula: Min 3 k = 0,..,12 ci * i= 1 Index Basket final means a value determined by the Calculation Agent in accordance with the following formula: k i k = 42 3 i= 1 ci * Index k i Where, ci means in respect of C1 (the DJ EUROTOXX Index), per cent.; in respect of C2 (the MSCI Index ), per cent.; and in respect of C3 (the S&P Index), per cent. Index k i means the official closing level of the Index i as published by the relevant Sponsor on the Observation Date k. 3. Postponement and Adjustment

16 3.1. Market Disruption If there is a Market Disruption Event in relation to an Index on the day that is scheduled to be an Observation Date, then that date shall be deemed to be the next following day that is an Exchange Business Day on which there is no Market Disruption Event in respect of that Index, unless there is a Market Disruption Event on each of the five Exchange Business Days following the original day that, but for the occurrence of the Market Disruption Event, would have been an Observation Date, in which case the Calculation Agent shall determine the level of the relevant Index in its sole discretion. For the purpose of determining whether a Market Disruption Event exists at any time, if trading in a security included in the relevant Index is materially suspended or materially limited at that time, then the relevant percentage contribution of that security to the level of the relevant Index shall be based on a comparison of (i) the proportion of the level of the relevant Index attributable to that security relative to (ii) the overall level of the relevant Index, in each case immediately before that suspension or limitation 3.2. Adjustment If an Index is not calculated and announced by the relevant Sponsor, then if the Calculation Agent determines that such Index is: (i) calculated and announced by a successor sponsor, the index as published by the successor sponsor is deemed to be the Index; (ii) replaced by a successor index which is substantially similar to the Index, the successor index is deemed to be the Index, after adjustment by the Calculation Agent to reflect any costs to the Issuer of adjusting any positions hedging this note; or (iii) not calculated and announced by a successor sponsor under (i) above or replaced by a successor index under (ii) above, the Notes shall be terminated within five (5) Exchange Business Days and the Issuer shall pay the fair market value of the Note at the date of termination, less any costs to the Issuer of adjusting any positions hedging the Notes, all as determined by the Calculation Agent in its absolute discretion. If the Sponsor of an Index makes a material change in the formula for or method of calculating the Index or in any other way materially modifies the Index (other than a modification prescribed in that formula or method to maintain the Index following changes in constituent stock and capitalisation and other routine events), the Index as modified is deemed to be the Index, after adjustment by the Calculation Agent to reflect any costs to the Issuer of adjusting any positions hedging the Notes Calculations binding The calculations and determinations of the Calculation Agent shall (save in the case of manifest error) be final and binding upon all parties but all determinations made by the Calculation Agent hereunder shall be made in good faith. The Calculation Agent shall have no responsibility for good faith errors or omissions in any calculations or determinations it makes under or pursuant to these Conditions. Noteholders shall not be entitled to make any claim against the Calculation Agent where the Index, relevant

17 alternative Index or any third party shall have made any error, omission or other incorrect statement. 4. Secondary Market Subject to market conditions, it is the current practice (but not the legal obligation) of the Issuer to quote on request an indicative bid and offer price that it might pay or charge for Notes. The Issuer is under no obligation to hold a price for any length of time unless this is agreed at the time of giving the price. Warning: Noteholders that elect to redeem the Notes prior to the Final Observation Date may not receive per cent. of the Specified Denomination per Note.