Final Terms dated 21th October 2008 DEPFA BANK plc
DEPFA Deutsche Pfandbriefbank AG DEPFA ACS BANK
Issue of EUR 600,000,000 Floating Rate Notes
under the €45,000,000,000 Programme for the Issuance of Debt Instruments The Prospectus (as completed by these Final Terms) has been prepared on the basis that any
offer of Instruments in any Member State of the European Economic Area which has implemented the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive")
(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 Instruments. Accordingly any person making or intending to make an offer in that Relevant Member State of the Instruments may only do so
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. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any
offer of Instruments in any other circumstances PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 9 May 2008 and the supplement to the Prospectus dated 21st August 2008 which constitutes 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 Instruments described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Instruments is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus and supplement to the prospectus are available for viewing at DEPFA BANK, 1 Commons Street, Dublin 1 and at www.financialregulator.ie
and copies may be obtained from DEPFA BANK, 1 Commons Street, Dublin 1. No website referred to in these Final Terms and the Prospectus forms part of these Final Terms and the Prospectus
1. (i) Issuer: DEPFA ACS BANK
2. (i) Series Number: 1268
(ii) Tranche Number: 1
3. Specified Currency or Currencies: EURO (“EUR”) 4. Aggregate Nominal Amount: EUR 600,000,000
(ii) Tranche: EUR 600,000,000
5. Issue Price: 100.00 per cent of the Aggregate Nominal Amount
6. Specified Denominations: EUR 50,000
7. (i) Issue Date: 23 October 2008
(ii) Interest Commencement Date 23 October 2008
8. Maturity Date: 23 October 2033
9. Interest Basis: 3-months EUR-EURIBOR Floating Rate
(further particulars specified below) 10. Redemption/Payment Basis: Redemption at par
11. Change of Interest or Redemption/Payment Basis:
Not Applicable
12. Put/Call Options: None
13. Status of the ACS Instruments: Senior, Secured, Unsubordinated 14. Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Instrument Provisions Not Applicable 16. Floating Rate Instrument Provisions Applicable
(i) Specified Interest Payment Dates: Interest is payable quarterly in arrears on every 23 January, 23 April, 23 July and 23 October in each year, commencing from and including 23 January 2009 up to and including the Maturity Date.
(ii) Business Day Convention: Modified Following Business Day Convention
(iii) Additional Business Centre(s): TARGET (iv) Manner in which the Rate(s) of
Interest is/are to be determined:
Screen Rate Determination
(v) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Agent):
(vi) Screen Rate Determination:
- Reference Rate: 3 months EUR-Euribor
- Interest Determination Date(s): 2 Target Business Days prior to the start of the respective Interest Period
- Relevant Screen Page: EUR EURIBOR, with a maturity of 3 months, taken from Reuters page EURIBOR01 at 11.00 a.m. (C.E.T.) on the day 2 TARGET business days prior to the start of the respective Interest period.
(vii) ISDA Determination: Not Applicable - Floating Rate Option: Not Applicable - Designated Maturity: Not Applicable
- Reset Date: Not Applicable
(viii) Margin(s): Not applicable
(ix) Minimum Rate of Interest: Not Applicable (x) Maximum Rate of Interest: Not Applicable
(xi) Day Count Fraction: The applicable Day Count Fraction for the calculation of Interest will be Act/360, adjusted.
(xii) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate ACS Instruments, if different from those set out in the Conditions:
As set out in the Conditions
17. Zero Coupon Instrument Provisions Not Applicable 18. Index-Linked Interest Instrument/other
variable-linked interest Instrument Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
20. Call Option Not Applicable
21. Put Option Not Applicable
22. Final Redemption Amount of each Instrument
EUR 50,000 per Instrument of EUR 50,000 specified denomination
23. Early Redemption Amount
Early Redemption Amount(s) of each Instrument payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE INSTRUMENTS 24. Form of Instruments: Bearer Instruments:
Temporary Global Instrument exchangeable for a Permanent Global Instrument which is exchangeable for Definitive Instruments in the limited circumstances specified in the Permanent Global Instrument
25. New Global Instrument: Yes
26. Additional Financial Centre(s) or other special provisions relating to Payment Dates:
TARGET
27. Talons for future Coupons or Receipts to be attached to Definitive Bearer Instruments (and dates on which such Talons mature):
28. Details relating to Partly Paid Instruments: amount of each payment comprising the Issue Price and date on which each payment is to be made [and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Instruments and interest due on late payment]:
Not Applicable
29. Details relating to Instalment Instruments: amount of each instalment, date on which each payment is to be made:
Not Applicable
30. Redenomination, renominalisation and reconventioning provisions:
Not Applicable
31. Consolidation provisions: Not Applicable
32. Other final terms: Not Applicable
DISTRIBUTION
33. (i) If syndicated, names and addresses of Managers and underwriting commitments:
Not Applicable
(ii) Date of [Subscription] Agreement:
Not Applicable
(iii) Stabilising Manager(s) (if any): Not Applicable 34. If non-syndicated, name and
address of Dealer:
Depfa Bank PLC I Commons Street IFSC, Dublin 1 Ireland
35. Total commission and
concession:
Not Applicable
PART B - OTHER INFORMATION
1. LISTING
(i) Listing: Irish Stock Exchange
(ii) Admission to trading: Application has been made for the ACS Instruments to be admitted to trading on the Irish Stock Exchange with effect on or about the Issue Date. (iii) Estimate of total expenses
related to admission to trading:
EUR 2,500
2. RATINGS
Ratings: Not Applicable
3. NOTIFICATION
The Irish Financial Services Regulatory Authority (IFSRA) has provided AFM (Autoriteit Financiële Markten) (the Netherlands); UK Listing Authority (United Kingdom) (the Financial Services Authority, acting as competent authority for listing); BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht) (Germany); CSSF (Commission de Surveillance du Secteur Financier) (Luxembourg); Comisión Nacional de Mercado de Valores (CNMV) (Spain), Commissione Nazionale per la Societa e la Borsa (CONSOB) (Italy), Autorité des Marchés Financiers (AMF) (France), Finanstilsynet (Denmark); Commission Bancaire, Financiere et des Assurances (Belgium); Rahoitustarkastus (FIN-FSA) (Finnland); and FMA Finanzmarktaufsicht (Austria) with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive.
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Instruments has an interest material to the offer.
5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer See "Use of Proceeds" wording in Prospectus (ii) Estimated net
proceeds:
EUR 600,000,000
(iii) Estimate of total expenses:
Not Applicable
Indication of yield: Not Applicable
7. FLOATING RATE INSTRUMENTS ONLY - HISTORIC INTEREST RATES Not Applicable
8. Index-Linked or other variable-linked Instruments only - PERFORMANCE OF
INDEX/FORMULA/other variable, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS and other information concerning the underlying
Not Applicable
9. Dual Currency Instruments only - PERFORMANCE OF RATES OF EXCHANGE
AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT Not Applicable
10. OPERATIONAL INFORMATION
ISIN Code: XS0395752057
Common Code: 039575205
German Securities Code (WKN):
Not Applicable
New Global Instrument intended to be held in a manner which would allow Eurosystem eligibility:
Yes
Any clearing system(s) other than Euroclear Bank S.A./N.V. as operator of the Euroclear System and Clearstream Banking, société anonyme and the relevant identification number(s):
Not Applicable
Delivery: Free of Payment
Fiscal Agent: Deutsche Bank AG, London Branch Names and addresses of
additional Paying Agent(s) (if any):
These Final Terms comprise the final terms required to list and have admitted to trading the issue of ACS Instruments described herein pursuant to the EUR 45,000,000,000 Programme for the Issuance of Debt Instruments of DEPFA BANK plc DEPFA Deutsche Pfandbriefbank AG and DEPFA ACS BANK.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer:
By: ………..