APPLICABLE FINAL TERMS April 15, 2011 Issue of Fixed Rate Notes due May 2016 under the 50,000,000,000 Structured Euro Medium Term Note Programme These Notes will be distributed in the Kingdom of Belgium. The offer period will start on April 18, 2011 and will end on May 19, 2011. The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so: (i) (ii) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or in those Public Offer Jurisdictions mentioned in Paragraph 46 of Part A below, provided such person is one of the persons mentioned in Paragraph 46 of Part A below and that such offer is made during the Offer Period specified for such purpose therein. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. 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 27 July 2010 and any supplement thereto which together constitute a base prospectus for the purposes of 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, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing on the Luxembourg Stock Exchange website (www.bourse.lu) and during normal business hours at the registered office of and the specified office of the Principal Paying Agent. 1. (a) Issuer: 2. (a) Series Number: 1850 (b) Tranche Number: 1 3. Status of the Notes: Unsubordinated 4. Specified Currency or Currencies: Norwegian Krone ( NOK )
5. Aggregate Nominal Amount: - Series: To be determined at the end of the Offer Period - Tranche: To be determined at the end of the Offer Period 6. Issue Price: 100 per cent. of the Aggregate Nominal Amount 7. (a) Specified Denominations: NOK 10,000 (b) Calculation Amount: NOK 10,000 8. (a) Issue Date: May 20, 2011 (b) Interest Commencement Date: Issue Date 9. Maturity Date: May 20, 2016 10. Interest Basis: Fixed Rate 11. Redemption/Payment Basis: (further particulars specified in paragraph 16 below) 12. Change of Interest Basis or Redemption/ Payment Basis: 13. Put/Call Options: 14. Date Board approval for issuance of Notes: Authorisation given by the Board of Directors of dated January 12, 2011 15. Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE AND/OR REDEMPTION 16. Fixed Rate Note Provisions Applicable (a) Rate(s) of Interest: 5.25 per cent. per annum payable annually in arrears. (b) Interest Payment Date(s): Annually on May 20 in each year from and including May 20, 2012 to and including the Maturity Date. (c) Interest Period Dates: (d) Fixed Coupon Amount(s): As determined by the Calculation Agent (e) Broken Amount(s): (f) Day Count Fraction: 30/360 (g) Business Day Convention: Interest Periods will be unadjusted
(h) Additional Business Centre(s): (i) Determination Date(s): (j) Other terms relating to the method of calculating interest for Fixed Rate Notes: 17. Floating Rate Note Provisions 18. Zero Coupon Note Provisions 19. Dual Currency Note Provisions 20. Credit Linked Note Provisions: 21. Commodity Linked Note Provisions: 22. Equity Linked Note Provisions: 23. Index Linked Note Provisions 24. Fund Linked Note Provisions 25. GDR/ADR Linked Note Provisions: GENERAL PROVISIONS RELATING TO REDEMPTION 26. Issuer Call: 27. Investor Put: 28. Final Redemption Amount of each Note: NOK 10,000 per Calculation Amount 29. Early Redemption Amount(s) payable on redemption for taxation reasons, if applicable, or on Event of Default or on termination due to Illegality or Force Majeure (if applicable) and/or the method of calculating the same (if required or if different from that set out in Condition 7.7): GENERAL PROVISIONS APPLICABLE TO THE NOTES 30. (a) Form: Bearer Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event. (b) New Global Note: 31. Payment Business Day election in accordance with Condition 6.6 or other special provisions relating to Payment Business Days: Yes Modified Following Payment Business Day
32. Additional Financial Centre(s) or other special provisions relating to Payment Days: 33. Talons for future Coupons or Receipts to be attached to Definitive Bearer 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 of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: Oslo and New York No 35. Details relating to Instalment Notes: (i) Instalment Amount(s): (ii) Instalment Date(s): 36. Redenomination applicable: Redenomination not applicable 37. Condition 11(b) (Gross-up): 38. Illegality and Force Majeure (Condition 22): Applicable 39. Calculation Agent: 40. Delivery Agent (Equity Linked Notes/Credit Linked Notes): 41. Other terms or special conditions: All notices to the investors shall be validly given if posted on the website of Deutsche Bank Belgium SA/NV (www.deutschebank.be). Withholding taxes may apply in the Kingdom of Belgium pursuant to general Belgian income tax legislation and/or pursuant to Belgian legislation implementing the EC Council Directive 2003/48/EC on the taxation of savings income. The Issuer shall pay no additional amount to cover amounts which would be withheld pursuant to these regulations. DISTRIBUTION 42. (a) If syndicated, names and addresses of Managers and underwriting commitments: (b) Date of Subscription Agreement (c) Stabilising Manager (if any):
43. If non-syndicated, name and address of relevant Dealer: 9, Quai du Président Paul Doumer 92920 Paris La Défense Cedex France has appointed Deutsche Bank Belgium SA/NV as Distributor for the distribution of the Notes in the Kingdom of Belgium. 44. Total commission and concession: The Distributor will charge each of the purchasers a subscription charge of 1.5 per cent. the Issue Price (as defined in paragraph 48 (xi) below) for each Note purchased. 45. U.S. Selling Restrictions: TEFRA D The Distributor will earn an amount ranging between 0.50 per cent and 2.50 per cent of the Issue Price. Further information can be obtained from the Distributor 46. Non exempt Offer: Applicable An offer of the Notes may be made in Belgium (Public Offer Jurisdiction) during the period from and including April 18, 2011 to and including May 19, 2011 (Offer Period). 47. Additional selling restrictions: Notes have been registered for public distribution in the territory of the Kingdom of Belgium. Sale of the Notes to the public will be restricted to this territory in compliance with any applicable Belgian law without prejudice to the selling restrictions stated in the Base Prospectus which are particular to specific jurisdictions or otherwise provided for and applicable in other jurisdictions not listed in the Base Prospectus. 48. Conditions of Offer: Applicable assumes no liability for facilitating such distribution or sale. Investors are deemed to be aware of any applicable regulation regarding the purchase or sale of the Notes in their country of residence.
(i) Conditions to which the offer is subject: The Issuer has the right to withdraw the offer of the Notes at any time on or prior to the Offer End Date (as defined below). For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises such a right, each such potential investor shall not be entitled to subscribe or otherwise acquire the Notes and any applications will be automatically cancelled. (ii) Total amount of the offer: The final amount of Notes to be issued will be determined at the end of the offer period and will be published on or prior to the Issue Date on the website of Deutsche Bank Belgium SA NV. (iii) The time period, including any possible amendments, during which the offer will be open and description of the application process: The offer period shall begin on and include April 18, 2011 at 9.00 a.m., Paris time, and shall end on May 19, 2011 at 6.00 p.m., Paris time (the Offer End Date ). During the offer period described above, investors can accept the offer during normal Belgium banking hours. The Issuer has the right to end the offer period of the Notes at any time on or prior to the Offer End Date. (iv) Details of the possibility to reduce subscriptions and the manner for refunding excess amount paid by applicants: Deutsche Bank Belgium SA/NV will act as sole distributor for the placement of the Notes in the Kingdom of Belgium. (v) Details of the minimum and/or maximum amount of application: (vi) Details of method and time limits for paying up and delivering securities: There is no maximum amount of application. Minimum amount of application is NOK 10,000. Custody accounts with Euroclear and or Clearstream participants (vii) Manner and date in which results of the offer are to be made public: The final amount of Notes will be published on or prior to the Issue Date on the website of Deutsche Bank Belgium SA NV
(viii) (ix) (x) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of unexercised subscription rights: Categories of potential investors to which the securities are offered: Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made: Retail, private and institutional investor There are no pre-identified allotment criteria. All of the Notes requested by the Distributor during the offer period will be assigned until reaching the maximum amount of the offer destined to prospective Noteholders. In the event that during the offer period the requests exceed the amount of the offer destined to prospective Noteholders, equal to NOK 50,000,000 the Distributor will proceed to early terminate the offer period and will immediately suspend the acceptance of further requests. Upon the close of the offer period in the event that, notwithstanding the above, more than the maximum amount of the Notes are subscribed, the Distributor will be notified as to the amount of the allotments. In such event, the Distributor will notify potential investors of the amount of the Notes to be assigned. The Distributor will adopt allotment criteria that ensure equal treatment of prospective investors. (xi) Price at which the securities will be offered/method of determining price and process for disclosure. Amount of any expenses and taxes specifically charged to subscriber/purchaser: (xii) Details of any post-issuance information to be provided and where such information can be obtained: (xiii) Name and address of the coordinator(s) of the global offer and of single parts of the offer: Notes will be offered to potential investors at NOK 10,000 per Note of NOK 10,000 Specified Denomination. Deutsche Bank Belgium SA/NV Avenue Marnix 13-15 1000 Bruxelles
(xiv) Name and address of any paying agents and depository agents in each country (in addition to the Principal Paying Agent): (xv) Names and addresses of entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or under best efforts arrangements: (xvi) (xvii) When the underwriting agreement has been or will be reached: Name and address of entities which have a firm commitment to act as intermediaries in secondary trading: Entity who distributes the Notes on a best effort basis: Deutsche Bank Belgium SA NV Avenue Marnix 13-15 1000 Bruxelles Deutsche Bank Belgium SA NV Avenue Marnix 13-15 1000 Bruxelles OPERATIONAL INFORMATION 49. Branch of Account for the purposes of Condition 6.5:
RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer: By:. Duly authorised
PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING 2. RATINGS Ratings: The Notes are expected to be rated Aa3 by Moody s 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE AND THE OFFER Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. 4. NOTIFICATION The Commission de Surveillance du Secteur Financier in Luxembourg has provided the Commission Bancaire, Financière et des Assurances (CBFA) in Belgium, inter alios, with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive. 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer See "Use of Proceeds" wording in Base Prospectus (ii) Estimated net proceeds: To be determined at the end of the Offer Period (iii) Estimated total expenses: 6. YIELD (Fixed Rate Notes Only) Indication of yield 5.25 cent. per annum. 7. HISTORIC INTEREST RATES (Floating Rate Notes Only) The Yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 8. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index-Linked Notes Only)
Post-issuance information The Issuer does not intend to publish post-issuance information in relation to any underlying element to which the Notes are linked. 9. PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes Only) 10. OPERATIONAL INFORMATION (i) ISIN Code: XS0616564992 (ii) Common Code: 061656499 (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): (iv) Delivery: Delivery against payment (v) (vi) Names and addresses of additional Paying Agent(s) (if any): Intended to be held in a manner which would allow Eurosystem eligibility: No 11. TERMS AND CONDITIONS OF THE OFFER Applicable. See item 48 above