Final Terms 12th January, 2009 DEUTSCHE BANK AG, LONDON BRANCH Issue of up to EUR 100,000,000 Notes due 2017 linked to the DJ EURO STOXX 50 Index under the U.S.$40,000,000,000 Global Structured Note Programme 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 (2003/71/EC) (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 the Public Offer Jurisdiction 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 Terms and Conditions set forth in the Base Prospectus dated 1st August, 2008, as supplemented by the supplement to the Base Prospectus dated 5th August, 2008, the supplement to the Base Prospectus dated 25th September, 2008 and the supplement to the Base Prospectus dated 23rd December 2008 which together constitute 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 the Base Prospectus as supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as supplemented. The Base Prospectus and the supplements to the Base Prospectus are available for viewing at the registered office of the Issuer, the specified offices of the Paying Agents, the offices of the Financial Intermediary at Deutsche Bank NV/SA, Avenue Marnixlaan 13-15, 1000 Brussels and www.db.com/ir, and copies may be obtained from Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB. The purchase of Notes involves substantial risks and is suitable only for investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in the Notes. Before making an 1
investment decision, prospective purchasers of Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risks and that they consider carefully, in the light of their own financial circumstances, financial condition and investment objectives, all the information set forth in the Base Prospectus (including "Risk Factors" on pages 21 to 31 thereof) and these Final Terms. Investors should note that the secondary market price of the Notes will vary during their term and may be different from the Issue Price. The secondary market price of the Notes on any day will be affected by a wide range of factors, including the level of the Index (as defined below), the creditworthiness of the Issuer, prevailing interest rates and economic, political and market conditions. Investors should note that the Notes differ from ordinary debt securities issued by the Issuer under the Programme in that the return on the Notes is dependent on the performance of the Index. A relatively small movement in the value of the Index can result in a disproportionately large movement in the price of the Notes. Investors should form their own views on the merits of an investment related to the Index based upon their own investigation in respect of the Index. The Issuer is not obliged to gross up any payments in respect of the Notes and shall not be liable for or otherwise obliged to pay any tax, duty, withholding or other payment which may arise as a result of the ownership, transfer, presentation and surrender for payment, or enforcement of any Note and all payments made by the Issuer shall be made subject to any such tax, duty, withholding or other payment which may be required to be made, paid, withheld or deducted. No person has been authorised to give any information or make any representation not contained in or not consistent with these Final Terms, or any other information supplied in connection with the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or the Dealer. By investing in the Notes each investor represents that: (a) (b) (c) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to invest in the Notes and as to whether the investment in the Notes is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the Issuer or the Dealer as investment advice or as a recommendation to invest in the Notes, it being understood that information and explanations related to the terms and conditions of the Notes shall not be considered to be investment advice or a recommendation to invest in the Notes. No communication (written or oral) received from the Issuer or the Dealer shall be deemed to be an assurance or guarantee as to the expected results of the investment in the Notes. Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms and conditions and the risks of the investment in the Notes. It is also capable of assuming, and assumes, the risks of the investment in the Notes. Status of Parties. Neither the Issuer nor the Dealer is acting as a fiduciary for or adviser to it in respect of the investment in the Notes. 2
Fees, rebates and/or discounts (Inducements) are payable to one or more third parties in connection with the Notes. If you would like more information regarding the identity of the recipient(s), the amount and/or the nature of the Inducements please contact Deutsche Bank AG, London Branch. Deutsche Bank AG, London Branch disclaims any liability for the misuse of this information. 1. Issuer: Deutsche Bank AG, London Branch 2. (i) Series Number: 3323 (ii) Tranche Number: 1 3. Specified Currency or Currencies: Euro ("EUR") 4. Aggregate Nominal Amount: (i) Series: Up to EUR 100,000,000 (ii) Tranche: Up to EUR 100,000,000 5. Issue Price of Tranche: 88.00 per cent. of the Aggregate Nominal Amount 6. (i) Specified Denominations: (ii) Calculation Amount: EUR 1,000 EUR 1,000 7. (i) Issue Date: 20th January 2009 (ii) Interest Commencement Date: 8. Maturity Date: 19th July 2017 or, if later, the second Business Day immediately succeeding the last occurring Observation Date (as defined in Schedule 1 hereto) 9. Interest Basis: Non-interest bearing 10. Redemption/Payment Basis: 11. Change of Interest Basis or Redemption/Payment Basis: Index Linked Redemption See Schedule 1 hereto 12. Put/Call Options: 3
13. Status of the Notes: Senior 14. Tax Gross-Up: Condition 12(b) applicable 15. Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 16. Fixed Rate Note Provisions: 17. Floating Rate Note Provisions: 18. Zero Coupon Note Provisions: 19. Currency Linked Interest Note Provisions: 20. Commodity Linked Interest Note Provisions: 21. Fund Linked Interest Note Provisions: 22. Index Linked Interest Note Provisions: 23. Equity Linked Interest Note Provisions: PROVISIONS RELATING TO REDEMPTION 24. Issuer Call: 25. Investor Put: 26. Final Redemption Amount of each Note: 27. (i) Early Redemption Amount of each Note payable on redemption for illegality or on event of default (or, in the case of Index Linked Redemption Notes, following The Early Redemption Amount in respect of each nominal amount of Notes equal to the Calculation Amount shall be an amount in EUR (rounded down to the nearest EUR 0.01 (with EUR 0.005 being rounded upwards) and which shall not be less than zero) calculated by the Calculation Agent equal to the fair market value of such Notes on (x) in the case of redemption for illegality or following an Index Adjustment Event, the third Business Day immediately preceding the due date for redemption or (y) in the case of redemption following an event of default, 4
(ii) an Index Adjustment Event in accordance with Condition 9(b)(ii)(y) or, in the case of Equity Linked Redemption Notes, following certain corporate events in accordance with Condition 10(b)(ii)(B) or, in the case of Credit Linked Notes, following a Merger Event (if applicable)) and/or the method of calculating the same (if required or if different from that set out in Condition 7(f)): Early Redemption Unwind Costs: the due date for redemption, taking into account, if applicable, the illegality or the Index Adjustment Event and less Early Redemption Unwind Costs, all as determined by the Calculation Agent in its sole and absolute discretion by reference to such factor(s) as it may deem appropriate. For the purposes of determining the fair market value of the Notes following an event of default, no account shall be taken of the financial condition of the Issuer which shall be presumed to be able to perform fully its obligations in respect of the Notes. Applicable Standard Early Redemption Unwind Costs 28. Currency Linked Redemption Notes: 29. Commodity Linked Redemption Notes: 30. Fund Linked Redemption Notes: 31. Index Linked Redemption Notes: (i) Whether the Notes relate to a basket of indices or a single index and the identity of the relevant Index/Indices and details of the Applicable See Schedule 1 hereto Single Index The Notes relate to the Dow Jones EURO STOXX 50 Index The relevant sponsor for the Index is STOXX Limited 5
relevant sponsors: (ii) Name and address of Calculation Agent responsible for making calculations pursuant to Condition 9: Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB (iii) Exchange(s): See Schedule 1 hereto (iv) Related Exchange(s): (v) Redemption Amount: See Schedule 1 hereto The Redemption Amount in respect of each nominal amount of Notes equal to the Calculation Amount shall be an amount in EUR rounded down to the nearest EUR 0.01 (with EUR 0.005 being rounded upwards) calculated by the Calculation Agent in its sole and absolute discretion equal to: EUR1,000 + Final EUR1,000 x Index Level - InitialIndex Level InitialIndex Level (vi) Valuation Date: Provided That the minimum Redemption Amount in respect of each nominal amount of Notes equal to the Calculation Amount shall be EUR1,000 and the maximum Redemption Amount in respect of each nominal amount of Notes equal to the Calculation Amount shall be EUR1,650. The difference (if any) between the Issue Price and the Redemption Amount is payable by the Issuer as consideration for the use of the Issue Price by the Issuer. See Schedule 1 hereto (vii) Valuation Time: See Schedule 1 hereto (viii) Strike Price: (ix) Disrupted Day: See Schedule 1 hereto (x) Multiplier for each Index comprising the basket: 6
(xi) Other terms or special conditions: See Schedule 1 hereto 32. Equity Linked Redemption Notes: 33. Credit Linked Notes: GENERAL PROVISIONS APPLICABLE TO THE NOTES 34. Form of Notes: (a) Form: Bearer Notes: Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for definitive Bearer Notes only upon an Exchange Event. (b) New Global Note: 35. Additional Financial Centre(s) or other special provisions relating to Payment Days: 36. Talons for future Coupons or Receipts to be attached to definitive Bearer Notes (and dates on which such Talons mature): 37. 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: No No 38. Details relating to Instalment Notes: (i) Instalment 7
Amount(s): (ii) Instalment Date(s): 39. Redenomination applicable: Redenomination not applicable 40. Notice to the Issuer: Applicable. Notices may be given to the Issuer at: Winchester House, 1 Great Winchester Street, London EC2N 2DB, ATTN: EMTN Desk Notice Delivery Business Day Centre: London 41. Other final terms: See Schedule 1 hereto DISTRIBUTION 42. (i) If syndicated, names and addresses of Managers and underwriting commitments: (ii) Date of Subscription Agreement: (iii) Stabilising Manager(s) (if any): 43. If non-syndicated, name and address of relevant Dealer: Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB For the avoidance of doubt, the Dealer will not make an offer of Notes to the public in the Public Offer Jurisdiction (as defined below). 44. Total commission and concession: 45. U.S. Selling Restrictions: The Financial Intermediary will earn a commission of on average between 0 per cent. and 3 per cent. of the Issue Price (the Distribution Fee ). The level of the Distribution Fee is dependent upon changes in market conditions during the Offer Period. Further information on the Distribution Fee may be obtained from the Financial Intermediary. Reg. S Compliance Category 2; TEFRA D 8
46. Non exempt offer: An offer of the Notes may be made by Deutsche Bank NV/SA (located at Avenue Marnixlaan 13-15, 1000 Brussels, Belgium) (the Financial Intermediary) other than pursuant to Article 3(2) of the Prospectus Directive in the Kingdom of Belgium (the Public Offer Jurisdiction) during the period from 12th January 2009 until 19th January 2009 (the Offer Period). The Notes will be offered in the Public Offer Jurisdiction without any underwriting commitment by the Financial Intermediary and no undertakings have been made by third parties to guarantee the subscription of the Notes. Deutsche Bank AG, London Branch is the lead manager in relation to the public offer in the Public Offer Jurisdiction (the Lead Manager), since it has organised the placing of the Notes by appointing the Financial Intermediary. For the avoidance of doubt, the Lead Manager will not act as Financial Intermediary and will not make an offer of Notes to the public in the Public Offer Jurisdiction. See further Paragraph 12 of Part B below. 47. Additional selling restrictions: The Notes may be offered in the Public Offer Jurisdiction only in accordance with applicable laws and regulations in the Public Offer Jurisdiction. Notes shall not be physically delivered in Belgium, except to a clearing system, a depository or other institution for the purpose of their immobilisation in accordance with article 4 of the Belgian Law of 14 December 2005. PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for issue and public offer in the Public Offer Jurisdiction and admission to trading on the Regulated Market of the Luxembourg Stock Exchange of the Notes described herein pursuant to the U.S.$40,000,000,000 Global Structured Note Programme of Deutsche Bank AG, London Branch (the "Programme"). RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer: By:... Duly authorised By:... Duly authorised 9
PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (i) Listing: Luxembourg (ii) Admission to trading: Application has been made for the Notes to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange on or about the Issue Date. 2. RATINGS Ratings: 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Financial Intermediary, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. 4. YIELD Indication of yield: 5. HISTORIC INTEREST RATES 6. PERFORMANCE OF RATES OF EXCHANGE/FORMULA/CURRENCIES, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE RATES OF EXCHANGE/FORMULA/CURRENCIES 7. PERFORMANCE OF THE COMMODITY, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE COMMODITY 8. PERFORMANCE OF THE FUND, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE FUND 10
9. PERFORMANCE OF INDEX/BASKET OF INDICES, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE INDEX/BASKET OF INDICES The Index is the Dow Jones EURO STOXX 50 Index. Information on past and future performance and volatility of the Index can be obtained from various internationally recognised published or electronically displayed sources, for example Bloomberg. Investors should note that historical performance in respect of the Index should not be taken as an indication of future performance. 10. PERFORMANCE OF THE EQUITY/BASKET OF EQUITIES, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE EQUITY/BASKET OF EQUITIES 11. INFORMATION IN RELATION TO THE REFERENCE ENTITY, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE REFERENCE ENTITY 12. TERMS AND CONDITIONS OF THE OFFER Offer Price: Offer Period: Issue Price. The Dealer has offered the Notes to the Financial Intermediary at the Issue Price less the Distribution Fee. See paragraph 46 of Part A above. The Issuer reserves the right for any reason to close the Offer Period prior to its stated expiry. In the event that during the Offer Period the requests exceed the amount of the offer destined to prospective investors, equal to 100,000 Notes, the Issuer will proceed to early terminate the Offer Period and will immediately suspend the acceptance of further requests. Conditions to which the offer is subject: Offers of the Notes are conditional on their issue. The Issuer will in its sole discretion determine the final amount of Notes issued up to a limit of EUR 100,000,000. The final Aggregate Nominal Amount of the Notes issued will be determined by the Issuer in light of prevailing market conditions, and in its sole and absolute discretion depending on the number of Notes which have been agreed to be purchased as of 19th January 11
2009. The Issuer reserves the right to withdraw the offer and cancel the issuance of the Notes for any reason at any time on or prior to the Issue Date. 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. Description of the application process: Details of the minimum and/or maximum amount of application: Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: 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: Applications for the Notes can be made in the Public Offer Jurisdiction through the Financial Intermediary in accordance with the Financial Intermediary's usual procedures. Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer or the Lead Manager in relation to the subscription for the Notes. The minimum amount of application per investor will be EUR 1,000 in nominal amount of the Notes. The maximum amount of application of Notes per investor will be subject only to availability at the time of the application. The Notes will be issued on the Issue Date against payment to the Issuer of the Issue Price. Each investor will be notified by the Financial Intermediary of the settlement arrangements in respect of the Notes at the time of such investor's application. The precise Aggregate Nominal Amount of Notes to be issued will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) in accordance with Article 10 of the Luxembourg Act dated 10 July 2005 on prospectuses for securities on or around 19th January 2009. The results of the offer will also be available from the Financial Intermediary following the end of the Offer Period and prior to the Issue Date. 12
Procedure for exercise of any right of pre-emption, 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: Offers may be made by the Financial Intermediary in the Public Offer Jurisdiction to any person. Qualified investors may be assigned only those Notes remaining after the allocation of all the Notes requested by the public in the Public Offer Jurisdiction during the Offer Period. Offers (if any) in other EEA countries will only be made by the Financial Intermediary pursuant to an exemption from the obligation to publish a prospectus under the Prospectus Directive as implemented in such countries. Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Each investor will be notified by the Financial Intermediary of its allocation of Notes after the end of the Offer Period and before the Issue Date. There are no pre-identified allotment criteria. The Financial Intermediary will adopt allotment criteria that ensure equal treatment of prospective investors. All of the Notes requested through the Financial Intermediary during the Offer Period will be assigned up to the maximum amount of the offer. No dealings in the Notes may take place prior to the Issue Date. Amount of any expenses and taxes specifically charged to the subscriber or purchaser: The Issuer is not aware of any expenses and taxes specifically charged to the subscriber or purchaser. For the Offer Price which includes the commissions payable to the Financial Intermediary see above "Offer Price". For the tax regime applicable to subscribers in the Public Offer Jurisdiction, see Schedule 2 hereto. 13
Names and address(es), to the extent known to the Issuer, of the places in the various countries where the offer takes place. Deutsche Bank NV/SA (located at Avenue Marnixlaan 13-15, 1000 Brussels, Belgium) 13. OPERATIONAL INFORMATION (i) ISIN Code: XS0407384360 (ii) Common Code: 040738436 (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) (vii) Names and addresses of initial Paying Agent(s) (if any): Names and addresses of additional Paying Agent(s) (if any): Intended to be held in a manner which would allow Eurosystem eligibility: Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB No 14
SCHEDULE 1 1. DEFINITIONS For the purposes of the Notes: "Component Security" means each component security in the Index. "Disrupted Day" means any Scheduled Trading Day on which (i) the Index Sponsor fails to publish the level of the Index, (ii) the Related Exchange fails to open for trading during its regular trading session or (iii) a Market Disruption Event has occurred. "Early Closure" means the closure on any Exchange Business Day of the Exchange in respect of any Component Security or the Related Exchange prior to its Scheduled Closing Time unless such earlier closing is announced by such Exchange or Related Exchange, as the case may be, at least one hour prior to the earlier of (a) the actual closing time for the regular trading session on such Exchange or Related Exchange, as the case may be, on such Exchange Business Day or (b) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the relevant Valuation Time on such Exchange Business Day. "Exchange" means, in respect of each Component Security, the principal stock exchange on which such Component Security is principally traded, as determined by the Calculation Agent. "Exchange Business Day" means any Scheduled Trading Day on which (i) the Index Sponsor publishes the level of the Index and (ii) the Related Exchange is open for trading during its regular trading session, notwithstanding the Related Exchange closing prior to its Scheduled Closing Time. "Exchange Disruption" means any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general to effect transactions in, or obtain market values for (i) any Component Security on the Exchange in respect of such Component Security or (ii) futures or options contracts relating to the Index on the relevant Related Exchange. "Final Index Level" means an amount calculated by the Calculation Agent in its sole and absolute discretion equal to the arithmetic average of the Index Closing Levels for all the Observation Dates. "Index Closing Level" means, in respect of the Initial Observation Date or an Observation Date and subject to the provisions of Condition 9 (as amended by this Schedule 1) and "Initial Observation Date" or "Observation Date", as the case may be, below, an amount equal to the official closing level of the Index on the Initial Observation Date or such Observation Date, as the case may be, as determined by the Calculation Agent without regard to any subsequently published correction. "Initial Index Level" means the Index Closing Level on the Initial Observation Date. "Initial Observation Date" means 19th January, 2009 or if such date is not a Scheduled Trading Day the first Scheduled Trading Day thereafter unless, in the opinion of the Calculation Agent such day is a Disrupted Day. If such day is a Disrupted Day, then the 15
Initial Observation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the Scheduled Initial Observation Date is a Disrupted Day. In that case, (i) that eighth Scheduled Trading Day shall be deemed to be the Initial Observation Date (notwithstanding the fact that such day is a Disrupted Day) and (ii) the Calculation Agent shall determine the Initial Index Level by determining the level of the Index as of the Valuation Time on that eighth Scheduled Trading Day in accordance with the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on that eighth Scheduled Trading Day, its good faith estimate of the value for the relevant security as of the Valuation Time on that eighth Scheduled Trading Day). "Market Disruption Event" means either: (i) (a) the occurrence or existence, in respect of any Component Security, of: (A) (B) (C) a Trading Disruption, which the Calculation Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time in respect of the Exchange on which such Component Security is principally traded; an Exchange Disruption, which the Calculation Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time in respect of the Exchange on which such Component Security is principally traded; or an Early Closure; and (b) the aggregate of all Component Securities in respect of which a Trading Disruption, an Exchange Disruption or an Early Closure occurs or exists, comprises 20 per cent. or more of the level of the Index; or (ii) the occurrence or existence, in respect of futures or options contracts relating to the Index, of (a) a Trading Disruption, (b) an Exchange Disruption which in either case the Calculation Agent determines is material, at any time during the one hour period that ends at the Valuation Time in respect of the Related Exchange or (c) an Early Closure. For the purposes of determining whether a Market Disruption Event exists in respect of the Index at any time, if a Market Disruption Event occurs in respect of a Component Security at that time, then the relevant percentage contribution of that Component Security to the level of the Index shall be based on a comparison of (i) the portion of the level of the Index attributable to that Component Security to (ii) the overall level of the Index, in each case using the official opening weightings as published by the Index Sponsor as part of the market "opening data". "Observation Date" means each of 19th July 2016, 19th August 2016, 19th September 2016, 19th October 2016, 21st November 2016, 19th December 2016, 19th January 2017, 20th February 2017, 20th March 2017, 19th April 2017, 19th May 2017, 19th June 2017 and 13th July 2017, or if any such date is not a Scheduled Trading Day the first Scheduled Trading Day thereafter unless, in the opinion of the Calculation Agent such day is a 16
Disrupted Day. If any such day is a Disrupted Day, then that Observation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the Scheduled Observation Date is a Disrupted Day. In that case, (i) that eighth Scheduled Trading Day shall be deemed to be that Observation Date (notwithstanding the fact that such day is a Disrupted Day) and (ii) the Calculation Agent shall determine the relevant Index Closing Level by determining the level of the Index as of the Valuation Time on that eighth Scheduled Trading Day in accordance with the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on that eighth Scheduled Trading Day, its good faith estimate of the value for the relevant security as of the Valuation Time on that eighth Scheduled Trading Day). "Related Exchange" means EUREX or any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in futures or options contracts relating to the Index has temporarily relocated (provided that the Calculation Agent has determined that there is a comparable liquidity relative to the futures or options contracts relating to the Index on such temporary substitute exchange or quotation system as on the original Related Exchange). "Scheduled Initial Observation Date" means the original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Initial Observation Date. "Scheduled Observation Date" means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been an Observation Date. "Scheduled Trading Day" means any day on which (i) the Index Sponsor is scheduled to publish the level of the Index and (ii) the Related Exchange is scheduled to be open for trading for its regular trading session. "Trading Disruption" means any suspension of or limitation imposed on trading by the relevant Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or Related Exchange or otherwise (i) relating to any Component Security on the Exchange in respect of such Component Security or (ii) in futures or options contracts relating to the Index on the Related Exchange. "Valuation Time" means (i) for the purposes of determining whether a Market Disruption Event has occurred (a) in respect of any Component Security, the Scheduled Closing Time on the relevant Exchange in respect of such Component Security, and (b) in respect of any options contracts or futures contracts on the Index, the close of trading on the Related Exchange and (ii) in all other circumstances, the time at which the official closing level of the Index is calculated and published by the Index Sponsor. 2. ADJUSTMENTS TO AN INDEX Condition 9(b)(ii) (Modification and Cessation of Calculation of an Index) shall be amended by the deletion of (i) the words "the Valuation Date" and the substitution of the words "the Initial Observation Date or an Observation Date, as the case may be," therefor and (ii) the words "the Reference Price" and the substitution of the words "the relevant Index Closing Level" therefor. 17
SCHEDULE 2 BELGIUM TAXATION Set out below is a summary of certain Belgian tax consequences of acquiring, holding and selling the Notes. This summary is not intended to be an exhaustive description of all relevant Belgian tax considerations and investors should consult their own tax advisors regarding such considerations in relation to their own particular circumstances. The description of certain Belgian taxes set out below is for general information only and does not purport to be comprehensive. This summary is based on current legislation, published case law and other published guidelines and regulations as in force at the date of this document and remains subject to any future amendments, which may or may not have retroactive effect. Belgian income tax For Belgian tax purposes, interest includes any interest paid on the Notes as well as any amount paid in excess of the initial issue price upon redemption or purchase by the Issuer. (i) Belgian resident individuals For individuals subject to Belgian personal income tax, and who are not holding Notes as a professional investment, all interest payments (as defined in the Belgian Income Tax Code) will be subject to the tax regime described below. Interest payments include all payments made by the Issuer in excess of the issue price. If interest is paid through a Belgian intermediary, such intermediary must levy withholding tax. The current applicable withholding tax rate is 15 per cent. No other personal income tax will be levied on this income. If no Belgian intermediary is involved in the interest payment, the investor must declare this interest as income in his or her personal income tax return. Such income will, in principle, be taxed separately, currently at a rate of 15 per cent. (plus the applicable local surcharge). Any capital gain upon a sale of Notes to a party other than the Issuer, provided it is not allocated to the professional activity of the individual, is in principle tax exempt, unless the tax authorities can prove that the capital gain does not result from the normal management of the individual's private estate. The part of the sale price attributable to the pro rata interest component (if any) is taxable as interest income. The investor must declare this interest as income in his or her personal income tax return, unless it can be demonstrated that Belgian withholding tax will be paid at maturity. Such income will, in principle, be taxed separately, currently at a rate of 15 per cent. (plus the applicable local surcharge). Capital losses on the Notes held as a non-professional investment are not usually deductible. (ii) Belgian companies Interest (as defined in the Belgian Income Tax Code) paid through an intermediary established in Belgium to a Belgian company subject to corporate income tax will generally be subject to Belgian withholding tax (current applicable withholding tax rate is 15 per cent.). However, an exemption may apply (provided that certain formalities are complied with), except if the interest is paid on zero bonds or is capitalised. If Belgian withholding tax is 18
applicable, Belgian companies are, in principle, entitled to set off Belgian withholding tax against their corporate income tax liability provided certain conditions are fulfilled. For any Belgian company subject to Belgian corporate income tax, all interest and any gain on a sale of the Notes will form part of that company's taxable basis. The current normal corporate income tax rate in Belgium is 33.99 per cent. Losses on the Notes are, in principle, tax deductible. (iii) Other Belgian legal entities subject to the legal entities income tax For other Belgian legal entities subject to the legal entities income tax, all interest payments (as defined by the Belgian Income Tax Code) will be subject to withholding tax, currently at a rate of 15 per cent. Interest payments include all payments made by the Issuer in excess of the issue price. If interest is paid through a Belgian intermediary, such intermediary must levy withholding tax, currently at the rate of 15 per cent. No other legal entities income tax will be levied on this income. If no Belgian intermediary is involved, the withholding tax must be declared and paid by the legal entity itself. Any capital gain on a sale of the Notes to a party other than the Issuer will, in principle, be tax exempt, except for that part of the sale price attributable to the pro rata interest component (if any). Such interest is subject to withholding tax, currently at the rate of 15 per cent. This withholding tax must be paid by the legal entity itself, unless it can demonstrate that the withholding tax will be paid at maturity. Tax on stock exchange transactions The acquisition of the Notes upon their issuance is not subject to the tax on stock exchange transactions. The sale and acquisition of the Notes on the secondary market is subject to a tax on stock exchange transactions if executed in Belgium through a professional intermediary. The tax is generally due at a rate of 0.07 per cent. (for instruments qualifying as bonds and assimilated securities) or 0.17 per cent. (for other instruments) for the Notes on each sale and acquisition separately, with a maximum of EUR 500.00 per taxable transaction. Exemptions apply for certain categories of institutional investors and non-residents. Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of entities established in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-eu countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland). 19
On 15 September 2008 the European Commission issued a report to the Council of the European Union on the operation of the Directive, which included the Commission's advice on the need for changes to the Directive. On 13 November 2008 the European Commission published a more detailed proposal for amendments to the Directive, which included a number of suggested changes. If any of those proposed changes are made in relation to the Directive, they may amend or broaden the scope of the requirements described above. ICM:7832791.4 20