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Deutsche Hypothekenbank (Actien-Gesellschaft) in Respect of Non-Equity Securities Within the Meaning of Art

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Deutsche Hypothekenbank (Actien-Gesellschaft) in Respect of Non-Equity Securities Within the Meaning of Art Debt Issuance Programme Prospectus Dated 17 October 2016 This document constitutes two base prospectuses 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 by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010, as amended (the "Prospectus Directive"): (i) the base prospectus of Deutsche Hypothekenbank (Actien-Gesellschaft) in respect of non-equity securities within the meaning of Art. 22 paragraph 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended (the "Commission Regulation") and (ii) the base prospectus of Deutsche Hypothekenbank (Actien-Gesellschaft) in respect of Pfandbriefe as non-equity securities within the meaning of Art. 22 paragraph 6 (3) of the Commission Regulation (together, the "Debt Issuance Programme Prospectus" or the "Prospectus"). Deutsche Hypothekenbank (Actien-Gesellschaft) Hanover, Federal Republic of Germany EUR 15,000,000,000 Debt Issuance Programme (the "Programme") Application has been made to the Hanover Stock Exchange and the Luxembourg Stock Exchange for Notes issued under the Programme (the "Notes" which expression includes Pfandbriefe unless otherwise indicated) to be admitted to trading on such stock exchanges’ regulated markets and to be listed on the Official List of the Luxembourg Stock Exchange. Notes issued under the Programme may also be listed on further stock exchanges or may not be listed at all. The Issuer has requested the Commission de Surveillance du Secteur Financier (the "CSSF") to provide the competent authorities in the Federal Republic of Germany, the United Kingdom of Great Britain and Northern Ireland, the Republic of Ireland and the Republic of Austria with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Loi relative aux prospectus pour valeurs mobilières, as amended (the "Luxembourg Law") which transforms the Prospectus Directive into Luxembourg 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. By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the issuer. Arranger Commerzbank Dealers Barclays Commerzbank Crédit Agricole CIB DekaBank Deutsche Bank Deutsche Hypo DZ BANK AG NORD/LB UniCredit Bank This Prospectus has been approved by the CSSF and will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of the Issuer (www.deutsche-hypo.de), respectively. This Prospectus succeeds the Prospectus dated 15 October 2015 and is valid for a period of 12 months after its approval. 2 Responsibility Statement Deutsche Hypothekenbank (Actien-Gesellschaft), ("Deutsche Hypothekenbank", "Deutsche Hypo" or the "Issuer" or the "Bank") with its registered office in Hanover is solely responsible for the information given in this Prospectus and for the information which will be contained in the Final Terms (as defined herein). The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best knowledge, in accordance with the facts and contains no omission likely to affect its import. Notice This Prospectus should be read and understood in conjunction with any supplement thereto and with any document incorporated herein by reference. Full information on the Issuer and any tranche of Notes is only available on the basis of the combination of the Prospectus and the relevant final terms (the "Final Terms"). The Issuer has confirmed to the dealers set forth on the cover page and any additional dealer appointed from time to time under the Programme (each a "Dealer" and together the "Dealers"), that the Prospectus contains all information which is material in the context of the Programme and the issue and offering of Notes thereunder, that the information contained in the Prospectus is accurate in all material respects and is not misleading, that the opinions and intentions expressed therein are honestly held, that there are no other facts the omission of which would make the Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading and that the Issuer has made all reasonable enquiries to ascertain all facts material for the purposes aforesaid. No person has been authorised to give any information which is not contained in, or not consistent with, the Prospectus or any other information supplied in connection with the Programme and, if given or made, such information must not be relied upon as having been authorised by or on behalf of the Issuer or any of the Dealers. The Prospectus is valid for 12 months following after its approval and this Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of publication. The delivery of this Prospectus or any Final Terms and the offering, sale or delivery of any Notes may not be taken as an implication that the information contained in such documents is accurate and complete subsequent to their respective dates of issue or that there has been no adverse change in the financial condition of the Issuer since such date or that any other information supplied in connection with the Programme is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The Issuer has undertaken with the Dealers to supplement the Prospectus or publish a new Prospectus if and when the information herein should become materially inaccurate or incomplete and has further agreed with the Dealers to furnish a supplement to the Prospectus in the case of every significant new factor, material mistake or inaccuracy to the information included in this Prospectus which is capable of affecting the assessment of the Notes and upon approval by the CSSF having been given in respect of Notes issued on the basis of this Prospectus. To the extent permitted by the laws of any relevant jurisdiction, neither the Arranger nor any Dealer nor any person mentioned in this Prospectus, excluding the Issuer, is responsible for the information contained in this Prospectus or any supplement thereof, or any Final Terms or any document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information contained in any of these documents. This Prospectus should be read and understood in conjunction with any supplement hereto and with any other documents incorporated by reference and, in relation to any Series of Notes, together with the relevant Final Terms as defined herein. This Prospectus and any Final Terms do not constitute an offer or an invitation by or on behalf of the 3 Issuer or the Dealers to subscribe for or purchase any Notes. The distribution of the Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession the Prospectus or any Final Terms comes are required to inform themselves about and to observe any such restrictions. For description of the restrictions applicable in the United States of America, the United Kingdom, Japan and the Republic of Italy, see "Subscription and Sale". In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, and are subject to tax law requirements of the United States of America; subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of America or to U.S. persons. The language of the Prospectus is English. The German versions of the English language sets of Terms and Conditions are shown in the Prospectus for additional information. As to form and content, and all rights and obligations of the Holders and the Issuer under the Notes to be issued, German is the controlling legally binding language if so specified in the relevant Final Terms. Each Dealer and/or each further financial intermediary subsequently reselling or finally placing Notes issued under the Programme is entitled to use the Prospectus as set out under "Consent to the Use of the Prospectus" below. This Prospectus may only be used for the purpose for which it has been published. Neither the Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. In connection with the issue of any Tranche of Notes under the Programme, the Dealer(s) who is(are) specified in the relevant Final Terms as the Stabilising Manager(s) (or persons acting on its(their) behalf) may overallot Notes or effect transactions with a view to supporting the price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that such Dealer (or persons acting on its behalf) will undertake stabilisation action. Any stabilisation action may begin at any time after the adequate public disclosure of the final terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the Issue Date and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
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