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DESCRIPTION OF THE NOTES
The following is a description of certain terms of the notes and supplements the description of the general terms and conditions of the securities in the accompanying prospectus under the heading “Description of the Securities”. If the terms described in the following summary differ from the terms described in the accompanying prospectus, you should rely on the terms described in the following description. This description is qualified in its entirety by reference to the terms and conditions of the notes, which are discussed below. Copies of the form of the notes and of the Fiscal Agency Agreement pursuant to which the notes will be issued have been filed with the SEC as an exhibit to the registration statement of which this prospectus supplement and the accompanying prospectus are a part.
General
We will initially offer the notes in an aggregate principal amount of $1,750,000,000. The notes will mature at par on March 15, 2013. The notes will be issued in minimum denominations of $1,000 and multiples thereof.
The notes will constitute unsecured and unsubordinated obligations of Rentenbank and will rank pari passu without any preference among themselves (whether by reason of priority of date of issue or otherwise) and at least equally with all other unsecured and unsubordinated obligations of Rentenbank, present and future, subject to statutory exceptions relating to the payment of certain liabilities ahead of unsecured debts. These exceptions arise under our governing law and the insolvency laws of the Federal Republic and would apply if we were the subject of an insolvency proceeding. These laws dictate that the fees and costs of the insolvency proceedings and either liabilities relating to the administration of the estate or the fulfillment of liabilities the administrator deems necessary for the benefit of the insolvent estate would be paid before unsecured obligations.
Application has been made to list the notes on the SWX Swiss Exchange.
At December 31, 2006, the outstanding total of our secured bond obligations was €8.5 billion. This includes our registered bonds and secured bearer bonds. There are no material secured obligations other than our registered bonds and secured bearer bonds.
The notes will bear interest at the rate per annum shown on the front cover of this prospectus supplement, beginning February 7, 2008, payable semi-annually in arrears on March 15 and September 15 of each year, commencing September 15, 2008. Payments will be made to the person who is the registered holder at the close of business on the day immediately preceding such interest payment date. If any interest, principal or redemption payment date falls on a day that is not a business day, we will make the required payment on the next succeeding business day, and no additional interest will accrue in respect of the payment made on that next succeeding business day.
As used in this section “Description of the Notes” and in the notes, “business day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York; provided, however, that the day must also be a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open. Interest on the notes will be calculated on the basis of a 360-day year of twelve 30-day months. The notes do not provide for any sinking fund. We may redeem the notes prior to maturity in the circumstances described in “— Redemption for Tax Reasons” below.
Book-Entry System and Form of the Notes
The notes will be issued in the form of one or more fully registered Global Notes which will be deposited with, or on behalf of, The Depository Trust Company (“DTC”). Global Notes will be registered in the name of DTC or its nominee. Except as set forth below, Global Notes may be transferred, in whole and not in part, only to DTC or its nominee.
Beneficial interests in the notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme, Luxembourg (“Clearstream, Banking”). Investors may elect to hold interests in the notes through any of DTC, Euroclear or Clearstream, Banking, if they are participants in these systems, or indirectly through organizations which are participants in these systems.
Upon issuance of a Global Note, we expect that DTC or its nominee will credit on its book-entry registration and transfer system the principal amount of the notes represented by the Global Note to the accounts of institutions that have accounts with DTC or its nominee (“participants”). Euroclear and Clearstream, Banking hold securities on behalf of their participants through customers’ securities
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accounts in their respective names on the books of their respective depositaries, which in turn hold the securities in customers’ securities accounts in the depositaries’ names on the books of DTC.
The Fiscal Agent initially will act as depositary for DTC. The accounts to be initially credited will be designated by the underwriters participating in the distribution of notes. Ownership of beneficial interests in a Global Note will be limited to participants or persons that may hold interests through participants. The laws of some states require that certain purchasers of securities take physical delivery of the securities in definitive form. These limits and laws may impair the ability to own, transfer or pledge beneficial interests in a Global Note.
So long as DTC or its nominee is the registered owner of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner and holder of the notes represented by the Global Note for all purposes under the Fiscal Agency Agreement. Except as set forth below, owners of beneficial interests in a Global Note will not be entitled to have the notes represented by the Global Note registered in their names, will not receive or be entitled to receive physical delivery of the notes in definitive form and will not be considered the owners or holders thereof under the Fiscal Agency Agreement. Accordingly, each person owning a beneficial interest in the Global Note must rely on the procedures of DTC and, to the extent relevant, Euroclear or Clearstream, Banking, and the participant through which the person owns its interest, to exercise any rights of a holder under the Fiscal Agency Agreement. Rentenbank understands that, under existing practice, in the event that Rentenbank requests any action by a holder or a beneficial owner desires to take any action that a holder is entitled to take, the depositary would act upon the instructions of the participant or authorize the participant to take such action, and the participants would authorize beneficial owners owning through these participants to take the action or would otherwise act upon the instructions of beneficial owners owning through them.
Principal and interest payments on the notes represented by a Global Note registered in the name of DTC or its nominee will be made by us to the Fiscal Agent. The Fiscal Agent will make payments to DTC or its nominee, as the case may be, as the registered holder of the Global Note. None of Rentenbank, the Fiscal Agent or any paying agent for the notes will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. We expect that DTC or its nominee, upon receipt of any payment of principal or interest, will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Note as shown on the records of DTC to its nominee. We also expect that payments by participants to owners of beneficial interests in the Global Note held through participants will be governed by standing instructions and customary practices, as is now the case with securities held for the account of customers registered in “street name”, and will be the responsibility of these participants. Distributions with respect to notes held through Euroclear or Clearstream, Banking will be credited to the cash accounts of Euroclear participants or Clearstream, Banking participants in accordance with the relevant system’s rules and procedures, to the extent received by its depositary. Neither Rentenbank nor the Fiscal Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.
DTC has informed us that: DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provision of Section 17A of the U.S. Securities Exchange Act of 1934. DTC was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in the securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of certificates. DTC participants include securities brokers and dealers (including underwriters), banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. DTC agrees with and represents to its participants that it will administer its book-entry system in accordance with its rules and by-laws and requirements of law.
Euroclear and Clearstream, Banking have informed us that: Euroclear and Clearstream, Banking each hold securities for their customers and facilitate the clearance and settlement of securities transactions by electronic book-entry transfer between their respective account holders. Euroclear and Clearstream, Banking provide various services including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream, Banking also deal with domestic securities markets in several countries through established depository and custodial relationships. Euroclear and Clearstream, Banking have established an
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electronic bridge between their two systems across which their respective participants may settle trades with each other.
Euroclear and Clearstream, Banking customers are world-wide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to Euroclear and Clearstream, Banking is available to other institutions which clear through or maintain a custodial relationship with an account holder of either system.
The following arrangements will apply to the notes:
Initial settlement for the notes will be made in U.S. dollars in immediately available funds (i.e., for value on the date of delivery of the notes).
Investors electing to hold their notes through DTC will follow the settlement practices applicable to U.S. corporate debt obligations. The securities custody accounts of investors will be credited with their holdings on the settlement date against payment in same-day funds within DTC effected in U.S. dollars.
Investors electing to hold their notes through Euroclear or Clearstream, Banking accounts will follow the settlement procedures applicable to conventional eurobonds.
All notes will be recorded in a register maintained by the Fiscal Agent. The Fiscal Agent will be responsible for (1) maintaining a record of the aggregate holdings of all outstanding notes evidenced by the Global Notes; (2) ensuring that payments of principal and interest in respect of the notes received by the Fiscal Agent from Rentenbank are duly credited to the holders of the notes; and (3) transmitting to Rentenbank any notices from the holders of the notes.
Secondary market sales of book-entry interests in the notes between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled using the procedures applicable to United States corporate debt obligations in DTC’s Settlement System. Secondary market sales of book-entry interests in the notes held through Euroclear or Clearstream, Banking to purchasers of book-entry interests in the notes through Euroclear or Clearstream, Banking will be conducted in accordance with the normal rules and operating procedures of Euroclear and Clearstream, Banking and will be settled using the procedures applicable to conventional eurobonds.
If DTC is at any time unwilling or unable to continue as depositary or is ineligible to act as depositary, and a successory depositary is not appointed by Rentenbank within 90 days after Rentenbank is notified by DTC or becomes aware of this condition, Rentenbank will issue notes in definitive form in exchange for the Global Note representing the notes. In addition, Rentenbank may at any time and in its sole discretion determine not to have the notes represented by one or more Global Notes and, in that case, will issue notes in definitive form in exchange for all of the Global Notes representing the notes. In that case, the notes will be issued only in fully registered form without coupons in denominations of U.S.$1,000 and multiples thereof. If notes are issued in definitive form, DTC will provide the Fiscal Agent with registration information and payment instructions. Thereafter, payment and transfers will be effected by the Fiscal Agent. In case of definitive notes, arrangements can be made for payment and transfer of such notes at the offices of the Swiss Paying and Transfer Agent.
Redemption for Tax Reasons
For a discussion of our option to redeem the notes for tax reasons, please see “Description of the Securities — Redemption for Tax Reasons” in the accompanying prospectus.
Redemption at Holder’s Option
If, as a result of a change in the ownership of our capital stock, a change in the laws of the Federal Republic, a change in the official interpretation of those laws, or any action taken by the Federal Republic, its legislative bodies, political subdivisions or courts, our obligations under the notes are no longer fully backed by the credit of the Federal Republic under the public law principle of institutional liability (Anstaltslast) or by any replacement instrument, the notes may be redeemed at the option of the holders. Under the terms of the notes, these events are referred to as “Redemption Events”. After a Redemption Event occurs, Rentenbank will give notice to the Fiscal Agent, who will send each holder a notice of their right to redeem. Holders of the notes will have 60 days from the time they receive this notice from the Fiscal Agent to return the notice and the certificates representing the notes to be redeemed. After this 60-day period, holders will not have the option to redeem the notes unless a new Redemption Event occurs. The redemption price will equal 100% of the principal amount plus any accrued interest.
Further Issues
For a discussion of our ability to issue notes of the same series, please see “Description of the Securities — Further Issues of Securities of Same Series” in the accompanying prospectus.
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Fiscal Agent
There will be a registrar, Fiscal Agent and principal paying agent (the “Fiscal Agent”) for Rentenbank, whose duties will be governed by the Fiscal Agency Agreement. Deutsche Bank Trust Company Americas, which will act as Fiscal Agent for the notes, has its principal corporate agency and trust office at 60 Wall Street, 27th Floor, New York, New York 10005. We may replace the Fiscal Agent. We may maintain deposit accounts and conduct other banking and financial transactions with the Fiscal Agent. The Fiscal Agent is the agent of Rentenbank, is not a trustee for the holders of notes and does not have the same responsibilities or duties to act for such holders as would a trustee.
Notices
Notices to holders of the notes will be delivered to the registered holders and will be published, so long as the notes are listed on the SWX Swiss Exchange, on the website of the SWX Swiss Exchange (www.swx.com).
Replacement Notes
In case of mutilation, destruction, loss or theft of any definitive note, application for replacement is to be made with the Fiscal Agent. Any such definitive note will be replaced by the Fiscal Agent in compliance with such procedures as Rentenbank and the Fiscal Agent may require and subject to applicable laws and regulations of the State of New York and the SWX Swiss Exchange.
ADDITIONAL GERMAN TAX CONSIDERATIONS
The following information relates to certain German income tax consequences of owning the notes and supersedes the disclosure set forth under “German Taxation—Proposal for the Introduction of a Flat Tax on Investment Income” in the accompanying prospectus.
Introduction of a Flat Tax on Investment Income
The 2008 Business Tax Reform Act (Unternehmenssteuerreformgesetz 2008), dated August 14, 2007, introduces a flat tax on investment income (Abgeltungssteuer). The flat tax will be collected by way of withholding from interest income received after December 31, 2008. In addition, capital gains derived from non-business financial assets would be subject to the flat tax irrespective of any holding period, in cases where the assets are acquired after December 31, 2008. The flat tax will be collected at a rate of 25% (plus 5.5% solidarity surcharge thereon and, if applicable, church tax) of gross income. The flat tax will generally satisfy the income tax liability of a non-business investor with respect to investment income. However, investors would be able to apply for a tax assessment on the basis of applicable general rules if the resulting income tax burden therefrom were lower.
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UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting agreement, dated January 31, 2008 (the “Underwriting Agreement”), the underwriters named below (the “Underwriters”) have severally agreed to purchase, and Rentenbank has agreed to sell to them, severally, the respective principal amount of the notes set forth opposite their respective names below:
| | Principal | |
| | Amount of | |
| Names | Notes | |
|
|
| |
| | | | |
| Credit Suisse Securities (Europe) Limited | $ | 567,000,000 | |
| J.P. Morgan Securities Ltd. | | 567,000,000 | |
| RBC Capital Markets Corporation | | 566,000,000 | |
| ABN AMRO Bank N.V. | | 10,000,000 | |
| Bear, Stearns International Limited | | 10,000,000 | |
| Daiwa Securities SMBC Europe Limited | | 10,000,000 | |
| Nordea Bank Denmark A/S | | 10,000,000 | |
| The Toronto-Dominion Bank | | 10,000,000 | |
| |
|
| |
| Total | $ | 1,750,000,000 | |
| |
|
| |
The Underwriting Agreement provides that the obligations of the several Underwriters to pay for and accept delivery of the notes is subject to, among other things, the approval of certain legal matters by their counsel and certain other conditions. The Underwriters are obligated to take and pay for all of the notes, if any are taken.
The notes are offered for sale in those jurisdictions in the United States, Europe and Asia where it is legal to make such offers.
In order to facilitate the offering of the notes, the Underwriters may engage in transactions that stabilize, maintain or otherwise affect the prices of the notes. Specifically, the Underwriters may overallot in connection with the offering, creating a short position in the notes for their own account. In addition, to cover overallotments or to stabilize the price of the notes, the Underwriters may bid for, and purchase, the notes in the open market. Finally, the Underwriters may reclaim selling concessions allowed to an Underwriter or a dealer for distributing the notes in the offering, if they repurchase previously distributed notes in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price for the notes above independent market levels. The Underwriters are not required to engage in these activities and may end any of these activities at any time.
Each of the Underwriters has agreed that it will not offer, sell or deliver any of the notes, directly or indirectly, or distribute this prospectus supplement or the accompanying prospectus or any other offering material relating to the notes, in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the notes to the public in that Relevant Member State at any time:
| (i) | to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; |
| (ii) | to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; |
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| (iii) | to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Underwriters; or |
| (iv) | in any other circumstances falling within Article 3(2) of the Prospectus Directive; |
provided that no such offer of notes shall require Rentenbank or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For purposes hereof, the expression an “offer of the notes to the public” in relation to the notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
Each Underwriter has represented and agreed that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of such notes in full compliance with any rules or regulations made pursuant to the FSMA which apply to Rentenbank or the Underwriters; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.
The notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan, as amended (the “FIEL”). Each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and will not offer or sell, directly or indirectly, any of the notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to any persons for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to any exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan. For purposes hereof, “a resident/residents of Japan” shall have the meaning as defined under the FIEL.
Each of the Underwriters has acknowledged that (other than in the United States of America) no action has been or will be taken in any jurisdiction by the Underwriters or Rentenbank that would permit a public offering of the notes, or possession or distribution of any offering materials in any jurisdiction where action for those purposes is required.
Rentenbank does not intend to apply for listing of the notes on a United States national securities exchange, but has been advised by the Underwriters that they intend to make a market in the notes. The Underwriters are not obligated, however, to do so and may discontinue their market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the notes.
Rentenbank has agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
Certain of the Underwriters and their affiliates from time to time have performed, and may in the future perform, various investment banking and/or commercial banking services for Rentenbank in the ordinary course of their respective businesses.
It is expected that delivery of the notes will be made on or about the date specified in the last paragraph of the cover page of this prospectus supplement, which is the fifth business day following the date of this prospectus supplement. Under Rule 15c6-1 of the Securities and Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes before the notes are delivered by the underwriters may be required, by virtue of the fact that the notes initially will settle in five business days, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade the notes before delivery of the notes should consult their own advisor.
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VALIDITY OF THE NOTES
The validity of the notes will be passed upon on behalf of Rentenbank by the in-house legal advisors of Rentenbank. The validity of the notes will be passed upon by Hogan & Hartson LLP, counsel for the Underwriters. Hogan & Hartson LLP may rely as to all matters of German law on the opinion of the in-house legal advisors for Rentenbank. Sullivan & Cromwell LLP is advising Rentenbank as to matters of United States Federal and New York law. All statements in the accompanying prospectus and this prospectus supplement with respect to the institutional liability of the Federal Republic have been passed upon by the in-house legal advisors of Rentenbank, and are included upon their authority.
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GENERAL INFORMATION
Listing
Application has been made to list the notes on the SWX Swiss Exchange. As long as the notes are listed on the SWX Swiss Exchange, there will be a paying and transfer agent in Switzerland (the “Swiss Paying and Transfer Agent”). BNP Paribas (Suisse) S.A., which is appointed as the Swiss Paying and Transfer Agent and Listing Agent, has its principal offices at 2, Place de Hollande, 1211 Geneva 11, Switzerland. BNP Paribas (Suisse) S.A. is a recognized representative pursuant to Article 50 of the Listing Rules (Kotierungsreglement) of the SWX Swiss Exchange.
As long as the notes are listed on the SWX Swiss Exchange, Rentenbank will accept the jurisdiction of the ordinary courts of the Canton of Geneva, Switzerland, in addition to any state or federal court in the City of New York and, to the extent permitted by German law, the competent courts in the Federal Republic of Germany, in respect of any action arising out of or based on the notes that may be maintained by any holder thereof.
Authorization
Rentenbank’s participation in this matter was authorized by the Advisory Board of Rentenbank at its meeting on November 8, 2007.
No Material Change
Except as disclosed in this prospectus supplement or the accompanying prospectus, there has been no material adverse change in the financial position of Rentenbank since the date of the last audited financial statements of Rentenbank.
Litigation
To the best knowledge of Rentenbank, except as otherwise disclosed in this prospectus supplement or the accompanying prospectus, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving Rentenbank which would materially adversely affect the financial position of Rentenbank.
Independent Auditors
Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft (formerly Wollert-Elmendorff Deutsche Industrie-Treuhand GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf) serves as independent auditors for Rentenbank. The Bank’s consolidated and unconsolidated financial statements for the years ending December 31, 2006 and 2005 are incorporated by reference into the accompanying prospectus and have been audited by the independent auditors as stated in their report also incorporated by reference therein. Rentenbank prepares both consolidated and unconsolidated financial statements and its financial statements for the years ending December 31, 2006 and 2005 as well as its future annual financial statements will be available at the offices of the Listing Agent in Switzerland free of charge. The fiscal year of Rentenbank runs from January 1 to December 31.
Clearing Systems and Settlement
The notes have been accepted for clearance through the facilities of DTC, Euroclear and Clearstream, Banking. The CUSIP number for the notes is 515110AY0, the ISIN code for the notes is US515110AY04 and the Common Code for the notes is 034523665. The Swiss Security Number for the notes is 3.756.936.
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PRINCIPAL OFFICE OF
LANDWIRTSCHAFTLICHE RENTENBANK
Hochstrasse 2
60313 Frankfurt am Main
Germany
| FISCAL AGENT | LISTING AGENT | |
| Deutsche Bank Trust Company Americas 60 Wall Street, 27th Floor New York, New York 10005 | BNP Paribas (Suisse) S.A. 2, Place de Hollande 1211 Geneva 11 Switzerland | |
| | | |
LEGAL ADVISERS |
| | | |
| To Rentenbank as to United States law | To the Underwriters as to United States and German law | |
| | | |
| SULLIVAN & CROMWELL LLP Neue Mainzer Strasse 52 60311 Frankfurt am Main Germany | HOGAN & HARTSON LLP 875 Third Avenue New York, New York 10022 | |
| | HOGAN & HARTSON RAUE LLP Potsdamer Platz 1 10785 Berlin Germany | |
To the Listing Agent
as to Swiss law
SCHELLENBERG WITTMER
15 bis, rue de Alpes
1211 Geneva 1
Switzerland
AUDITORS
Deloitte & Touche GmbH
Wirtschaftsprüfungsgesellschaft
Franklinstraße 50
60486 Frankfurt am Main
Germany
SWISS PAYING AND
TRANSFER AGENT
BNP Paribas (Suisse) S.A.
2, Place de Hollande
1211 Geneva 11
Switzerland