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You agree that you will not copy, print, download, record, distribute or re-transmit, in whole or in part, the investor roadshow presentation (the "Presentation") contained on this website. You may not disclose the contents of the Presentation to any other person.
The Presentation has been prepared solely for informational purposes and does not constitute or form part of, and should not be construed as, an offer to sell, or as an invitation or inducement to make, or a solicitation of, any offer to purchase or subscribe for any securities referred to in the Presentation (the "Capital Notes"). No part of the Presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. Any offer of Capital Notes would only be made pursuant to the prospectus prepared by the Bank in relation to the securities (the "Prospectus") which contains, among other things, a description of certain risks relating to the Capital Notes, certain disclosure relating to Münchener Hypthekenbank eG (the "Bank") and a description of the Capital Notes.
The information contained in the Presentation is preliminary, limited in nature and subject to verification, completion and amendment. No representation or warranty, either express or implied, is given or made by any person in relation to the fairness, accuracy, completeness or reliability of the information or any opinions contained herein and no reliance whatsoever should be placed on such information or opinions. This material should not be regarded by recipients as a substitute for the exercise of their own judgement and assessment. Any opinions expressed in this material are subject to change without notice and neither the Bank nor any other person is under any obligation to update or keep current the information contained herein. This material is not intended to be a prospectus in connection with an offer of Capital Notes and any investment decision with respect to any Capital Notes should be made solely upon the basis of the information contained in the Prospectus.
Neither the Bank, nor its advisors nor any of their respective affiliates, agents, directors, partners and employees shall have any responsibility or liability whatsoever (for negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with this document.
The Presentation addresses only certain aspects and characteristics of the Capital Notes and therefore does not provide a complete overview or assessment. Consequently, this material may not reflect all structural characteristics of the Capital Notes or the impact of any structural characteristics of the Capital Notes. The characteristics of the Capital Notes described herein are limited, preliminary and are subject to change. The information contained in the Presentation, including information relating to the structure or characteristics of the Capital Notes, is qualified in its entirety by the information in the Prospectus. The Presentation has not been reviewed or approved by any of the rating agencies referred to herein (which are expected to assign ratings to some or all of the Capital Notes).
The Presentation contains certain tables and other statistical information and analyses (the "Statistical Information") which have been prepared in reliance upon information furnished by public sources. Numerous assumptions were used in preparing the Statistical Information, which may or may not be reflected herein. As such, no assurance can be given as to the Statistical Information's accuracy, appropriateness or completeness in any particular context; nor as to whether the Statistical Information and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Statistical Information should not be construed as either projections or predictions or as legal, tax, financial or accounting advice.
- Viewing the Presentation on an internet website:
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You are reminded that any acquisition of the Capital Notes in the proposed offering is made solely on the basis of information contained in the Prospectus in connection with the proposed offering which may be different from the information contained in the Presentation.
- The Presentation contains forward-looking statements involving risks, uncertainties and other factors that may cause actual results to differ
Certain statements contained in the Presentation, including those relating to the offering, are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions about the Bank, its subsidiaries and investments, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions, that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein.
Forward-looking statements contained in documentation on this website that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. Neither the Bank nor any of Credit Suisse AG, DZ BANK AG Deutsche Zentral-Genossenschaftsbank AG, Frankfurt am Main and UBS AG (the "Joint Bookrunners") undertake any obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.
Any investors or prospective investors are required to make their own independent investigation and appraisal of the business, financial condition and prospects of the Bank and the nature of the Capital Notes and no reliance may be placed upon the information herein for such purposes. Recipients should consult with their own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent that they deem it necessary, and make their own investment, hedging and trading decisions based upon their own investigation and judgement and advice from such advisers as they deem necessary and not upon any view expressed in the Presentation.
IT IS IMPORTANT THAT YOU REVIEW AND COMPLY WITH THE RELEVANT FOLLOWING COUNTRY/REGIONAL SPECIFIC REQUIREMENTS. They apply only to the extent that you are incorporated, resident or otherwise located in the country/region whose name appears as a heading to these requirements.
IF YOU ARE NOT INCORPORATED, RESIDENT OR OTHERWISE LOCATED IN A COUNTRY/REGION NAMED BELOW OR A PROHIBITED COUNTRY, you must inform yourself about and observe any restrictions in relation to access to this website and receipt of the Presentation under all applicable law and regulation, as access thereto and receipt thereof is restricted strictly to eligible institutional investors in each jurisdiction.
- Restrictions on marketing and sales to retail investors
The Capital Notes are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Capital Notes to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product Intervention ("Contingent Convertible Instruments and Mutual Society Shares") Instrument 2015 (the "PI Instrument"). In addition, (i) on 1 January 2018, the provisions of Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products, as amended ("PRIIPs Regulation") became directly applicable in all EEA member states and (ii) the Directive 2014/65/EU 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 (recast), as amended (Markets in Financial Instruments Directive II – "MiFID II") was required to be implemented in EEA member states by 3 January 2018. Together, the PI Instrument, the PRIIPs Regulation and MiFID II are referred to as the "Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial instruments and the (ii) offering, sale and distribution of packaged retail and insurance-based investment products and certain contingent write-down or convertible securities such as the Capital Notes.
The Joint Bookrunners are required to comply with some or all of the Regulations. By purchasing, or making or accepting an offer to purchase, any Capital Notes (or a beneficial interest in such Capital Notes) from the Bank and/or the Joint Bookrunners (acting as Joint Bookrunners), each prospective investor will be deemed to acknowledge that:
(a) the identified target market for the Capital Notes (for the purposes of the product governance obligations in MiFID II) is eligible counterparties and professional clients only, each having substantial knowledge and/or experience with financial products, a long term investment horizon, asset accumulation as investment objective, the ability to bear losses up to total loss of invested capital, and a risk tolerance and compatibility of the risk/reward profile of the product with the target market that corresponds to 6 as summary risk indicator (SRI) (calculated on the basis of the PRIIPs methodology); and
(b) no key information document (KID) under the PRIIPs Regulation has been prepared and therefore offering or selling the Capital Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Potential investors should inform themselves of, and comply with, any applicable laws, regulations or regulatory guidance with respect to any resale of the Capital Notes (or any beneficial interests therein), including the Regulations.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase, any Capital Notes (or any beneficial interests therein) from the Bank and/or the Joint Bookrunners (acting as Joint Bookrunners), the foregoing representations, warranties, agreements and undertakings will be given by and be binding upon both the agent and its underlying client.
- United States
The Presentation does not constitute or form a part of any offer or solicitation to purchase or subscribe for the Capital Notes in the United States. Neither the Presentation nor any part or copy of it may otherwise be re-taken or re-transmitted into the United States or re-presented or re-distributed, directly or indirectly, in the United States.
The Capital Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. The Presentation and the information contained herein are not an offer of securities for sale in the United States, its territories or possessions or to any U.S. person (within the meaning of Regulation S under the Securities Act) and the Presentation and its contents may not be viewed by persons within the United States.
- Any Member State in the European Economic Area (the "EEA")
The Capital Notes referred to in the Presentation are not intended to be sold and should not be sold to retail investors in any jurisdiction of the EEA.
The Presentation is an advertisement and not a prospectus under Regulation (EU) 2017/1129 and underlying legislation and investors should not subscribe for or purchase any Capital Notes referred to in the Presentation except on the basis of the Prospectus.
The Presentation is only addressed to and directed at persons in member states of the EEA who are not a retail investor. The expression “retail investor” means a person who is one (or more) of the following: (i) a retail client (as defined in point (11) of Article 4(1) of MiFID II) or (ii) a customer within the meaning of Directive (EU) 20/6/97 ("Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II).
The Presentation must not be acted on or relied on in any member state of the EEA by persons who are retail investors (as defined above). Any investment or investment activity to which the Presentation relates is available only to, in any member state of the EEA, persons who are not a retail investor (as defined above), and will be engaged in only with such persons. The Presentation and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person.
Note: You must also review and comply with the specific additional individual EEA Member State provisions applicable, as described below.
- United Kingdom
In the United Kingdom, the Presentation is being distributed only to, and is directed only at, those persons falling within article 12, article 19(5) or article 49 of the Financial Services and Markets Act 2000 (financial promotion) order 2005, or to other persons to whom the Presentation and/or the Prospectus may otherwise be distributed without contravention of section 21 of the Financial Services and Markets Act 2000, or any person to whom it may otherwise lawfully be made (all such persons together being referred to as "Relevant Persons"). The Presentation is being directed only at persons having professional experience in matters relating to investments and any investment or investment activity to which the Presentation relates will be engaged in only with such persons. No other person should rely on it.
The Presentation must not be acted on or relied on in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which the Presentation relates is available in the United Kingdom only to Relevant Persons, and will be engaged in only with such persons. The Presentation and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person.
The offering of the Capital Notes has not been registered pursuant to Italian securities legislation and, accordingly, no Capital Notes may be offered, sold or delivered, nor may copies of this Presentation or the Pospectus or any other document relating to the Capital Notes be distributed in the Republic of Italy, except in accordance with any Italian securities, tax or other applicable laws and regulations.
Neither this Presentation nor any other document relating to the Capital Notes may be distributed in Italy except (a) to qualified investors (investitori qualificati) ("Qualified Investors"), as defined pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Financial Services Act") and Article 34-ter, paragraph 1, letter b), of CONSOB Regulation No. 11971 of 14 May 1999, as amended ("Regulation 11971/1999"); or (b) in other circumstances which are exempted from the rules on offers of securities to be made to the public pursuant to Article 100 of the Italian Financial Services Act and Article 34-ter, paragraph 1, of Regulation 11971/1999. Any distribution of copies of this Presentation or any other document relating to the Capital Notes in the Republic of Italy under (a) or (b) above must (i) be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended ("Italian Banking Act") and in compliance with any other applicable laws and regulations; (ii) to the extent applicable, comply with Article 129 of the Italian Banking Act and the relevant implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request post-offering information on the offering or issue of securities in the Republic of Italy or by Italian persons outside the Republic of Italy; and (iii) comply with any securities, tax, exchange control and any other applicable laws and regulations, including any limitation or notifications requirements which may be imposed from time to time, inter alia, by CONSOB or the Bank of Italy or any other Italian authority.
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