Obligation DVB Bank SE 1.25% ( XS1433231377 ) en EUR

DVB Bank SE

99.534 % ⇌

Allemagne

XS1433231377 ( en EUR )

1.25% par an ( paiement annuel )

15/06/2023 - Obligation échue

Prospectus brochure de l'obligation DVB Bank SE XS1433231377 en EUR 1.25%, échue

100 000 EUR

500 000 000 EUR

L'Obligation émise par DVB Bank SE ( Allemagne ) , en EUR, avec le code ISIN XS1433231377, paye un coupon de 1.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/06/2023

Debt Issuance Programme Prospectus
This document constitutes two base prospectuses of DVB Bank SE for the purposes of Article 5(4) of
Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as
amended, including by Directive 2010/73/EU of the European Parliament and of the Council of 24
November 2010) (the "Prospectus Directive") in respect of (i) non-equity securities within the
meaning of Art. 22(6) no. 4 of the Commission Regulation (EC) No 809/2004 of 29 April 2004, as
amended from time to time (the "Regulation"); and (ii) Pfandbriefe within the meaning of
Art. 22(6) no. 3 of the Regulation (together, the "Debt Issuance Programme Prospectus" or the
"Prospectus").

DVB Bank SE
(Frankfurt am Main, Federal Republic of Germany)
as Issuer
20,000,000,000
Debt Issuance Programme
(the "Programme")
Under this Programme, "DVB Bank SE" (the "Company" or the "Issuer" and, together with its
consolidated subsidiaries within the meaning of the German Stock Corporation Act ( Aktiengesetz)
the "DVB", "DVB Group" or the "Group") may from time to time issue notes (the "Notes"), Ship
Pfandbriefe (the "Schiffspfandbriefe") and Aircraft Pfandbriefe (the "Flugzeugpfandbriefe")
(together, the "Pfandbriefe" and together with the Notes, the "Instruments") in an aggregate
principal amount of up to Euro 20,000,000,000. "Holder" means any holder of a proportionate co-
ownership or other beneficial interest or right in the Instruments.
This Debt Issuance Programme Prospectus has been approved by the Commission de Surveillance
du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF") in its capacity as competent
authority under the Luxembourg law relating to prospectuses for securities (Loi relative aux
prospectus pour valeurs mobilières) dated 10 July 2005, as amended from time to time (the
"Luxembourg Prospectus Law") implementing into national law the Prospectus Directive, and the
Issuer has requested the CSSF to provide the competent authority in the Federal Republic of
Germany with a certificate of approval attesting that the Debt Issuance Programme Prospectus has
been drawn up in accordance with the Luxembourg Prospectus Law ("Notification"). The Issuer may
request the CSSF to provide competent authorities in additional host Member States within the
European Economic Area with a Notification.
Application has been made for the Instruments to be issued under the Programme described in this
Debt Issuance Programme Prospectus to be listed on the Official List of the Luxembourg Stock
Exchange and to be admitted to trading on the regulated market Bourse de Luxembourg which is the
regulated market for the purposes of Directive 2014/65/EC of the European Parliament and of the
Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and
Directive 2011/61/EU (the "MiFID II"). Instruments issued under the Programme may also be listed
on an alternative stock exchange or may not be listed at all.
Arrangers
Deutsche Bank
DZ BANK AG
Dealers
Deutsche Bank
DVB
DZ BANK AG
Landesbank Baden-Württemberg
UniCredit Bank
The date of this Prospectus is 5 May 2017.

TABLE OF CONTENTS
Summary of the Prospectus ....................................................................................................................... 1
German Translation of the Summary of the Prospectus (Zusammenfassung des Prospekts) ............ 29
Risk Factors ............................................................................................................................................... 61
Responsibility Statement .......................................................................................................................... 82
Consent to use the Prospectus ................................................................................................................ 84
General Description of the Programme ................................................................................................... 85
Terms and Conditions of the Instruments (English Language Version) ................................................ 88
Terms and Conditions of the Instruments (German Language Version) .............................................133
Form of Final Terms (Muster Endgültige Bedingungen)....................................................................182
Information about DVB Bank SE and DVB Group ................................................................................199
German Pfandbriefe ................................................................................................................................227
Taxation ...................................................................................................................................................232
Sale of Notes ...........................................................................................................................................235
Selling Restrictions ..................................................................................................................................236
General Information.................................................................................................................................240
Documents incorporated by Reference .................................................................................................241

- 1 -

SUMMARY
Summaries are made up of disclosure requirements known as `Elements'. These Elements are
numbered in Sections A E (A.1 E.7).
This Summary contains all the Elements required to be included in a summary for this type of
securities and Issuer. Because some Elements are not required to be addressed, there may be gaps
in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of
securities and Issuer, it is possible that no relevant information can be given regarding the Element.
In this case a short description of the Element is included in the summary with the mention of 'not
applicable'.
Section A Introduction and warnings
Element

A.1
Introduction
Warning that:

this Summary should be read as an introduction to
the Prospectus;

any decision to invest in the [Notes][Pfandbriefe]
should be based on consideration of the Prospectus
as a whole by the investor;

where a claim relating to the information contained
in the Prospectus is brought before a court, the
plaintiff investor might, under the national legislation
of the Member States, have to bear the costs of
translating the Prospectus, before the legal
proceedings are initiated; and

civil liability attaches only to the persons which have
tabled the Summary including any translation
thereof, but only if the Summary is misleading,
inaccurate or inconsistent when read together with
the other parts of the Prospectus or it does not
provide, when read together with the other parts of
the Prospectus, key information in order to aid
investors when considering whether to invest in the
[Notes][Pfandbriefe].

A.2
Consent
[Each of [Deutsche Bank Aktiengesellschaft,] [DVB Bank
SE,] [DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main,] [Landesbank Baden-Württemberg] [and]
[UniCredit Bank AG] [] (each a "Dealer" and, together, the
"Dealers") and/or each credit institution appointed as a
dealer for a specific transaction and/or further financial
intermediary subsequently reselling or finally placing
[Notes][Pfandbriefe] is entitled to use the Prospectus [in
Luxembourg] [and] [in the Federal Republic of Germany] for
the subsequent resale or final placement of the
[Notes][Pfandbriefe]] during the period from [] to [],
provided however, that the Prospectus is still valid in
accordance with Article 11 para 2 of the Luxembourg law
relating to prospectuses for securities (Loi relative aux
prospectus pour valeurs mobilières) which implements
Directive 2003/71/EC of the European Parliament and of the
Council of 4 November, 2003 (as amended by Directive
2010/73/EU of the European Parliament and of the Council of
24 November 2010).

The Prospectus may only be delivered to potential investors
together with all supplements published before such delivery.

When using the Prospectus, each Dealer and/or relevant
further financial intermediary must make certain that it
complies with all applicable laws and regulations in force in

- 2 -

the respective jurisdictions.

In the event of an offer being made by a Dealer and/or a
further financial intermediary, the Dealer and/or the
further financial intermediary shall provide information
to investors on the terms and conditions of the offer of
the [Notes][Pfandbriefe] at the time of that offer.]

[Not applicable. The Issuer does not consent to the use of
the Prospectus.]

- 3 -

Section B Issuer
Element

B.1
Legal
and DVB Bank SE (the "Company" or, the "Issuer" and, together
commercial name of with its consolidated subsidiaries within the meaning of the
the Issuer
German Stock Corporation Act (Aktiengesetz), the "DVB",
"DVB Group" or the "Group") is both the legal and the
commercial name of the Issuer.
B.2
Domicile, legal form, DVB Bank SE is a Societas Europaea, incorporated and
legislation, country operated under the laws of Germany and domiciled in the
of incorporation
Federal Republic of Germany.
B.4b
Description of any The Issuer is dependent on the macroeconomic environment
known
trends and the environment of the transport sector, as well as the
affecting the Issuer general economic and legal environment of the countries in
and the industries in which it operates. DVB expects that the transport sector will
which it operates
in the long term experience growth, even though being
subject to high cyclicality. The global financial crisis, the
sovereign debt crisis, and the resulting uncertainties in the
development of the worldwide transport sector, increased
geopolitical tensions and terrorism and their impact on the
global economy, an assumed changing policy mix under the
new administration in the United States and its global spill-
overs, the United Kingdom's unexpected majority vote to
leave the European Union, as well as certain overcapacities
in certain segments of the transport sector can have a
material adverse effect on DVB Group's financial condition
and results of operations.
B.5
Description of the DVB operates via its main operating companies, DVB Bank
Group
and
the SE, DVB Bank America N.V., DVB Group Merchant Bank
Issuer's
position (Asia) Ltd. and DVB Transport Finance Limited at a global
within the Group
level as a specialised bank with a focus on the transport
market. DVB Bank SE is the parent company of DVB.
B.9
Profit forecast or Not applicable; no profit forecast or estimate is made.
estimate
B.10
Qualifications in the Not
applicable.
Ernst
&
Young
GmbH
auditor's reports on Wirtschaftsprüfungsgesellschaft,
Stuttgart,
office
the
historical Eschborn/Frankfurt am Main, audited the consolidated
financial information financial statements of DVB Bank SE for the financial years
ended 31 December 2016 and 31 December 2015 and in
each case issued an unqualified audit opinion thereon.
B.12
Selected
historical The following tables set out selected financial information
key
financial concerning DVB's assets and liabilities, financial position and
information
profits and losses. The financial information with respect to
the financial years ended 31 December 2016 and 31
December 2015 is derived from the audited consolidated
financial statements of DVB Bank SE for the financial year
ended 31 December 2016 (including the comparative
financial information for the financial year ended 31
December 2015 adjusted due to a transfer from property and
equipment to intangible assets) contained in the Annual
Report 2016.

- 4 -

Selected data from the statement of financial position
(IFRS) (figures from the audited consolidated financial
statements for the financial year ended 31 December
2016)
Assets ( mn)
31 Dec 2016
31 Dec 2015
%
Loans and advances to banks
1,610.4
1,116.8
44.2
Loans and advances to
23,686.7
22,975.5
3.1
customers
Allowance for credit losses
-632.7
-289.0

Investment securities
288.8
349.8
-17.4
Intangible assets1)
67.8
104.6
-35.2
Property and equipment1)
337.5
369.9
-8.8
Total
27,713.3
26,610.5
4.1
1 Compared to the 2015 consolidated financial statements, a transfer was
made from property and equipment to intangible assets. The previous
year's figures were adjusted accordingly.
Liabilities and equity ( mn)
31 Dec 2016
31 Dec 2015
%

Deposits from other banks
3,273.6
2,457.0
33.2
Deposits from customers
7,839.6
7,510.8
4.4
Securitised liabilities
12,722.3
13,141.9
-3.2
Equity
1,275.7
1,429.5
-10.8
Thereof: Issued share capital
115.6
116.7
-0.9

Capital reserve
312.7
321.3
-2.7

Retained earnings
835.9
975.5
-14.3
Total
27,713.3
26,610.5
4.1

Selected data from the income statement (IFRS) (figures
from the audited consolidated financial statements for
the financial year ended 31 December 2016)
(
mn,
unless
otherwise
1 Jan 2016
1 Jan 2015
%
indicated )

31 Dec 2016
31 Dec 2015
Net interest income
209.0
183.7
13.8
Allowance for credit losses
-381.4
-141.5

Net interest income after
-172.4
42.2

allowance for credit losses
Net fee and commission income
119.2
103.3
15.4
General administrative expenses
-177.5
-180.9
-1.9
Net other operating
99.6
14.7

income/expenses
Consolidated net income/loss
-121.5
-16.8

before IAS 39, bank levy, BVR1
Deposit Guarantee Scheme
and taxes
Net result from financial
-2.7
70.8

instruments in accordance with
IAS 39
Consolidated net income/loss
-135.3
46.1

before taxes
Consolidated net income/loss
-138.7
45.6

Earnings per share

Basic earnings per share ()
-3.06
1.00

Diluted earnings per share ()
-3.06
1.00

1 National Association of German Cooperative Banks.

- 5 -

A statement that There has been no material adverse change in the prospects
there has been no of DVB Bank SE since 31 December 2016.
material
adverse
change
in
the
prospects of the
Issuer since the date
of its last published
audited
financial
statements
or
a
description of any
material
adverse
change

A
description
of Not applicable. There has been no significant change in the
significant changes financial or trading position of DVB Bank SE since
in the financial or 31 December 2016.
trading
position
subsequent to the
period covered by
the
historical
financial information
B.13
Recent Events
Not applicable. Since the date of the last published audited
consolidated financial statements for the financial year ended
31 December 2016, there have been no recent events
particular to DVB Bank SE, which are to a material extent
relevant to the evaluation of DVB Bank SE's solvency.
B.14
Please read Element B.5 together with the information below

Dependence
upon Not applicable; DVB Bank SE is the parent company of the
other entities within DVB Group.
the group
B.15
A description of the DVB Bank SE is a credit institution and the parent company
Issuer's
principal of DVB (see Element B.5). DVB is specialised in providing
activities
financing for selected segments of the global transport
market and a provider of selected transport-market-related
services. Via its operating companies, DVB operates at a
global level as a specialised bank with a focus on the
transport market.

The business divisions of DVB are:
- Shipping Finance
- Aviation Finance
- Offshore Finance
- Land Transport Finance
- Investment Management
The business activities of DVB are based on its market
analyses (Asset & Market Research). The Asset & Market
Research unit analyses the development of the transport
market segments that are relevant for the business activities
of DVB and the market development of individual assets
financed by the Group.

- 6 -

B.16
Controlling Persons
DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main ("DZ BANK") currently holds over 95% of
DVB Bank SE's issued share capital and controls DVB Bank
SE.
B.17
Credit ratings
Standard & Poor's Credit Markets Services Europe Limited
assigned to the
("Standard & Poor's")(1)(2) has assigned the long-term
Issuer or its
counterparty credit rating A+(3) and the short-term credit
instruments
rating A-1(3) (outlook negative) to DVB Bank SE.

Fitch Ratings Ltd. ("Fitch")(2)(4) has assigned the long-term
issuer default rating AA-(3) (Group Rating) and the short-term
issuer default rating F1+(3) (Group Rating) to DVB Bank SE
within the scope of the German Co-operative Financial
Services Network's rating. Within this scope, Fitch has also
assigned to DVB's Debt Issuance Programme the ratings LT
Senior unsecured: AA-(3) and ST senior unsecured F1+(3).

[insert ratings for Instruments, if applicable.]
______________________
(1)
Standard & Poor's is established in the European Community and is registered under Regulation (EC) No 1060/2009
of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended from
time to time (the "CRA Regulation").
(2)
The European Securities and Markets Authority publishes on its website (http://www.esma.europa.eu/page/List-
registeredand-certified-CRAs) a list of credit rating agencies registered in accordance with the CRA Regulation. That
list is updated within five working days fol owing the adoption of a decision under Article 16, 17 or 20 CRA
Regulation. The European Commission shal publish that update list in the Official Journal of the European Union
within 30 days fol owing such update.
(3)
A credit rating assesses the creditworthiness of an entity and informs an investor therefore about the probability of
the entity being able to redeem invested capital. It is not a recommendation to buy, sel or hold securities and may be
revised or withdrawn by the rating agency at any time.
(4)
Fitch is established in the European Community and is registered under the CRA Regulation.

- 7 -

Section C Securities
Element

C.1
Type and class of
Class
the securities,
The Issuer issues [notes (the "Notes")]
including any
[Flugzeugpfandbriefe (the "Flugzeugpfandbriefe"
or
security
the "Pfandbriefe")]
[Schiffspfandbriefe
(the
identification
"Schiffspfandbriefe" or the "Pfandbriefe")].
number

Security Identification Number(s)

[Temporary] ISIN:
[]

[Temporary] Common Code:
[]

[Temporary] WKN
[]

[Temporary] [Other:
[]]
C.2
Currency of the
The [Notes][Pfandbriefe] are issued in [].
securities issue
C.5
Restrictions on the
Not applicable. The [Notes][Pfandbriefe] are freely
free transferability of transferable.
the securities
C.8
Rights attached to
Rights attached to the [Notes][Pfandbriefe]
the securities,
Each holder of the [Notes][Pfandbriefe] has the right vis-à-
ranking of the
vis the Issuer to claim payment of interest and nominal when
securities and
such payments are due in accordance with the terms and
limitations to the
conditions of the [Notes][Pfandbriefe].
rights attached to
the securities
Ranking of the [Notes][Pfandbriefe]
[In case of senior Notes other than Pfandbriefe insert:

The Notes will constitute unsecured and unsubordinated
obligations of the Issuer ranking pari passu among
themselves and pari passu with all other unsecured and
unsubordinated obligations of the Issuer.]

[In case of subordinated Notes other than Pfandbriefe
insert:

The Notes will constitute unsecured and subordinated
obligations of the Issuer ranking pari passu among
themselves and pari passu with all other subordinated
obligations of the Issuer. In the event of the dissolution,
liquidation, institution of insolvency proceedings over the
assets of, composition or other proceedings for the
avoidance of the institution of insolvency proceedings over
the assets of, or against the Issuer, such obligations will be
subordinated to the claims of all unsubordinated creditors of
the Issuer.]

[In case of Pfandbriefe insert:

The obligations under the Pfandbriefe will constitute
unsubordinated obligations of the Issuer ranking pari passu
among themselves and pari passu with all other obligations
of the Issuer under any other Pfandbriefe and any potential
obligations of the Issuer arising from derivatives which serve
as cover assets as described in § 4 paragraph 3 of the
German Pfandbrief Act (Pfandbriefgesetz).

The Pfandbriefe will be covered by a separate pool of cover
assets, as described below, in accordance with the German
Pfandbrief Act.]

- 8 -

[In case of Schiffspfandbriefe insert:

Eligible shipping loans, derivatives and other financial assets
duly registered with the Schiffspfandbriefe cover register
(Deckungsregister) in accordance with the applicable
provisions in the German Pfandbrief Act serve as collateral
for the Schiffspfandbriefe.]

[In case of Flugzeugpfandbriefe insert:

Eligible aircraft loans, derivatives and other financial assets
duly registered with the Flugzeugpfandbriefe cover register
(Deckungsregister) in accordance with the applicable
provisions in the German Pfandbrief Act serve as collateral
for the Flugzeugpfandbriefe.]

Redemption

The [Notes][Pfandbriefe] will be redeemed at par on
[Maturity Date] (the "Maturity Date").

[Insert in case of Notes other than subordinated Notes
and Pfandbriefe: Early Redemption for taxation reasons

Upon giving accordant notice, the Issuer may redeem the
outstanding Notes in whole, but not in part, for taxation
reasons.]

[Insert in case of Notes or Pfandbriefe with a call option:
Early Redemption at the option of the Issuer

The Issuer may, at its option, upon giving accordant notice,
redeem all or some of the [Notes][Pfandbriefe] prior the
Maturity Date on [Insert call redemption date(s)].]

[Insert in case of Subordinated Notes:
Early Redemption for regulatory or taxation reasons

The Issuer may at its option, upon giving accordant notice,
early redeem the Notes if at least five years have passed
since the issue of the Notes, subject to fulfilment of certain
other conditions. The Issuer may at its option, upon giving
accordant notice, early redeem the Notes before five years
have passed since the issue of the Notes if the regulatory
classification of the Notes has changed, that would likely
result in it no longer being recognised as own funds, or in
case of a change of the applicable tax treatment, in each
case subject to fulfilment of certain other conditions]

[In case of senior Notes other than Pfandbriefe insert:
Event of Default

The Notes provide for events of default entitling the holders
to demand immediate redemption of the Notes.]

[In case of Notes other than Pfandbriefe insert:
Resolution of holders:

The Notes provide for resolutions of holders.]

Presentation Periods, Prescription

The rights to payment of principal and interest (if any) under
the [Notes][Pfandbriefe] are subject to prescription within a
period of two years. The prescription period begins at the
end of the period during which the [Notes][Pfandbriefe] must
be duly presented which is reduced to 10 years.