Deutsche Bank Capital Funding Trust IV

Deutsche Bank Capital Funding Trust IV
(a wholly owned subsidiary of Deutsche Bank Aktiengesellschaft)
1,000,000 Noncumulative Trust Preferred Securities
(Liquidation Preference Amount 7 1,000 per Trust Preferred Security)
The Noncumulative Trust Preferred Securities, Liquidation Preference Amount 5 1,000 per security, (the “Trust Preferred Securities”)
offered hereby (the “Offering”) represent preferred undivided beneficial ownership interests in the assets of Deutsche Bank Capital
Funding Trust IV, a statutory trust created under the laws of the State of Delaware (the “Trust”). The assets of the Trust consist solely of
Class B Preferred Securities of Deutsche Bank Capital Funding LLC IV, a Delaware limited liability company (the “Company”). Deutsche
Bank Aktiengesellschaft, Frankfurt am Main (the “Bank”) will own one common security of the Trust.
Capital Payments (as defined herein) will be payable (i) from and including September 19, 2003 until but not including September 19, 2013,
annually in arrears on September 19 of each year, commencing September 19, 2004, and (ii) from and including September 19, 2013,
quarterly in arrears on December 19, March 19, June 19 and September 19 of each year. For each Payment Period (as defined herein)
ending before September 19, 2013, Capital Payments will accrue on the respective liquidation preference amounts of 5 1,000 per Trust
Preferred Security (the “Liquidation Preference Amount”) and 5 1,000 per Class B Preferred Security at a fixed rate of 5.33% per annum.
For each Payment Period beginning on or after September 19, 2013 Capital Payments will accrue on the respective liquidation preference
amounts of the Trust Preferred Securities and the Class B Preferred Securities at a rate per annum equal to 3-month EURIBOR (as defined
herein) for such Payment Period, plus 1.99%. The Class B Preferred Securities are not offered hereby.
The Trust Preferred Securities will be initially evidenced by a temporary Global Certificate in registered form in the name of a nominee for,
and will be deposited on or about the closing date with, a Common Depositary for Euroclear Bank S. A./N.V., Brussels, as operator of the
Euroclear System (“Euroclear”) and Clearstream Banking, sociØtØ anonyme, Luxembourg (“Clearstream”). Such temporary Global
Certificate will be exchangeable for a permanent Global Certificate not earlier than 40 days after the closing date upon certification of
non-U.S. beneficial ownership.
The Trust Preferred Securities are expected, on issue, to be assigned a rating of “A” by Standard & Poor’s Ratings Group, a division of The
McGraw-Hill Companies, Inc. (“S&P”), “A2” by Moody’s Investors Service, Inc. (“Moody’s”) and “A+” by Fitch Ratings Ltd. (“Fitch”). The
ratings for the Trust Preferred Securities are derived from the ratings of the Bank. A rating is not a recommendation to buy, hold or sell
securities, and may be subject to revision, suspension or withdrawal at any time by the rating agency.
Application has been made to list the Trust Preferred Securities on the Luxembourg Stock Exchange.
See “Investment Considerations” beginning on page 26 for a discussion of certain factors that should be considered by prospective
investors.
Offering Price: 7 1,000 per Trust Preferred Security.
THE TRUST PREFERRED SECURITIES ARE NOT AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES
LAWS OF ANY JURISDICTION AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD EXCEPT IN A TRANSACTION THAT IS
EXEMPT FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR THE
SECURITIES LAWS OF ANY JURISDICTION.
The Trust Preferred Securities are offered by the Managers named below, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the Trust Preferred Securities will be ready for delivery in book-entry form
only through the facilities of Euroclear and Clearstream on or about September 19, 2003 against payment therefor in immediately
available funds. Beneficial interests in the Trust Preferred Securities will be shown on, and transfers thereof will be effected only through,
records maintained by Euroclear and Clearstream.
Deutsche Bank
JP Morgan
MPS Finance B.M. S.p.A.
Banca IMI BNP Paribas CDC IXIS Capital Markets
Daiwa Securities SMBC Europe Danske Bank Landesbank Baden-Württemberg
Natexis Banques Populaires National Australia Bank Limited Rabobank International
The Royal Bank of Scotland UBS Investment Bank Westpac Banking Corporation
The date of this Offering Circular is September 17, 2003.

TABLE OF CONTENTS
OVERVIEW OF THE TRANSACTION ................................................... 4
ADDITIONAL INFORMATION ......................................................... 6
INCORPORATION BY REFERENCE ..................................................... 6
FORWARD-LOOKING STATEMENTS ................................................... 6
PRESENTATION OF FINANCIAL INFORMATION ......................................... 7
OFFERING CIRCULAR SUMMARY ..................................................... 8
THE OFFERING ..................................................................... 15
INVESTMENT CONSIDERATIONS ..................................................... 26
DEUTSCHE BANK CAPITAL FUNDING TRUST IV ........................................ 29
CAPITALIZATION OF THE TRUST ...................................................... 31
DEUTSCHE BANK CAPITAL FUNDING LLC IV ........................................... 32
CAPITALIZATION OF THE COMPANY .................................................. 35
USE OF PROCEEDS ................................................................. 36
DISTRIBUTABLE PROFITS OF THE BANK ............................................... 37
THE BANK ......................................................................... 38
CAPITALIZATION OF DEUTSCHE BANK GROUP ......................................... 56
DESCRIPTION OF THE TRUST SECURITIES ............................................. 57
DESCRIPTION OF THE COMPANY SECURITIES .......................................... 72
DESCRIPTION OF THE SUPPORT UNDERTAKING ....................................... 82
DESCRIPTION OF THE SERVICES AGREEMENT ......................................... 83
DESCRIPTION OF THE TERMS OF THE INITIAL OBLIGATION .............................. 84
TAXATION ......................................................................... 87
PLAN OF DISTRIBUTION ............................................................. 91
LEGAL MATTERS ................................................................... 93
AUDITORS ......................................................................... 94
CLEARING SYSTEMS AND SETTLEMENT .............................................. 94
GENERAL INFORMATION ............................................................ 94
GLOSSARY ........................................................................ 96
NO PERSON IS AUTHORIZED TO PROVIDE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS OFFERING CIRCULAR, AND ANY INFORMATION OR
REPRESENTATION NOT CONTAINED IN THIS OFFERING CIRCULAR MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE BANK, THE TRUST OR THE COMPANY OR BY THE
MANAGERS. THE DELIVERY OF THIS OFFERING CIRCULAR AT ANY TIME DOES NOT IMPLY THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS DOCUMENT IS ONLY BEING DISTRIBUTED TO AND IS ONLY DIRECTED AT (I) PERSONS WHO
ARE OUTSIDE THE UNITED KINDGOM OR (II) TO INVESTMENT PROFESSIONALS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2001 (THE “ORDER”) OR (III) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM
IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2) OF THE ORDER (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THE TRUST PREFERRED
SECURITIES ARE ONLY AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO
SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH TRUST PREFERRED SECURITIES WILL BE
ENGAGED IN ONLY WITH, RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON
SHOULD NOT ACT OR RELY UPON THIS DOCUMENT OR ANY OF ITS CONTENTS.
IN CONNECTION WITH THE OFFERING, DEUTSCHE BANK AG, LONDON (THE “LEAD MANAGER”)
OR ANY PERSON ACTING FOR IT MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICES OF THE TRUST PREFERRED SECURITIES AT A LEVEL HIGHER
THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED TIME AFTER THE ISSUE DATE.
HOWEVER, THERE MAY BE NO OBLIGATION ON THE LEAD MANAGER OR ANY OF ITS AGENTS TO
DO THIS. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME, AND MUST
BE BROUGHT TO AN END AFTER A LIMITED PERIOD. SUCH TRANSACTIONS MAY BE EFFECTED ON
THE LUXEMBOURG STOCK EXCHANGE OR OTHERWISE. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE “PLAN OF DISTRIBUTION”.
2

AFFILIATES OF THE COMPANY MAY MAKE A SECONDARY MARKET IN THE TRUST PREFERRED
SECURITIES. IF AFFILIATES OF THE COMPANY MAKE A SECONDARY MARKET IN THE TRUST
PREFERRED SECURITIES, SUCH MARKET-MAKING MAY GIVE RISE TO LIMITATIONS FOR TRUST
PREFERRED SECURITIES PREVIOUSLY SOLD IN OFFSHORE TRANSACTIONS IN RELIANCE ON
REGULATION S UNDER THE SECURITIES ACT WITH RESPECT TO RESALES IN THE UNITED STATES
OR TO U.S. PERSONS.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER THIS
OFFERING CIRCULAR IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
EACH PURCHASER OF THE TRUST PREFERRED SECURITIES MUST COMPLY WITH ALL APPLICABLE
LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR
SELLS THE TRUST PREFERRED SECURITIES OR POSSESSES OR DISTRIBUTES THIS OFFERING
CIRCULAR AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED BY IT FOR
THE PURCHASE, OFFER OR SALE BY IT OF THE TRUST PREFERRED SECURITIES UNDER THE LAWS
AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT
MAKES SUCH PURCHASES, OFFERS OR SALES, AND NONE OF THE TRUST, THE COMPANY, THE
BANK OR THE MANAGERS SHALL HAVE ANY RESPONSIBILITY THEREFOR.
THE BANK, THE COMPANY AND THE TRUST ASSUME RESPONSIBILITY FOR THE CONTENTS OF
THIS OFFERING CIRCULAR. THE BANK, THE COMPANY AND THE TRUST, HAVING MADE
REASONABLE INQUIRIES, CONFIRM THAT (I) THE OFFERING CIRCULAR CONTAINS ALL
INFORMATION WITH RESPECT TO THE BANK, ITS AFFILIATES, ITS SUBSIDIARIES, THE TRUST
PREFERRED SECURITIES, CLASS B PREFERRED SECURITIES AND THE OBLIGATIONS (AS DEFINED
HEREIN) THAT IS MATERIAL IN THE CONTEXT OF THE LISTING, ISSUE AND OFFERING OF THE
TRUST PREFERRED SECURITIES; (II) THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR
IS TRUE AND ACCURATE IN ALL MATERIAL RESPECTS AND IS NOT MISLEADING; (III) THE
OPINIONS AND INTENTIONS EXPRESSED IN THIS OFFERING CIRCULAR ARE HONESTLY HELD;
AND (IV) THERE ARE NO OTHER FACTS THE OMISSION OF WHICH MAKES THIS OFFERING
CIRCULAR AS A WHOLE OR ANY OF THE INFORMATION OR THE EXPRESSION OF ANY OF THE
OPINIONS OR INTENTIONS MISLEADING IN ANY RESPECT.
3

OVERVIEW OF THE TRANSACTION
The Trust exists for the sole purposes of issuing the common security of the Trust (the “Trust
Common Security”) and the Trust Preferred Securities (together, the “Trust Securities”), investing
the gross proceeds thereof in noncumulative Class B Preferred Securities (the “Class B Preferred
Securities”) of Deutsche Bank Capital Funding LLC IV, a Delaware limited liability company (the
“Company”), which evidence preferred ownership interests in the Company, and engaging in
activities necessary or incidental thereto. In addition to the Class B Preferred Securities, the
Company will also issue one voting common security (the “Company Common Security”) and one
noncumulative Class A preferred security (the “Class A Preferred Security”), each representing
ownership interests in the Company. The Bank will initially own the Company Common Security and
the Class A Preferred Security. Amounts available to the Trust for distribution to the holders of the
Trust Preferred Securities will be limited to distributions received by the Trust from the Company
with respect to the Class B Preferred Securities. Periodic distributions on the Trust Securities and the
Class B Preferred Securities are referred to herein as “Capital Payments”. For a summary of the terms
of the Trust Preferred Securities and the Class B Preferred Securities, see “The Offering” herein.
Capital Payments will be payable (i) from and including September 19, 2003 until but not including
September 19, 2013, annually in arrears on September 19 of each year, commencing September 19,
2004, and (ii) from and including September 19, 2013, quarterly in arrears on December 19, March 19,
June 19 and September 19 of each year. “Payment Date” refers to each date on which Capital
Payments are payable in accordance with the preceding sentence. Capital Payments payable on each
Payment Date will be calculated as provided below and will accrue from and including the
immediately preceding Payment Date (or September 19, 2003, with respect to Capital Payments
payable on September 19, 2004) to but excluding the relevant Payment Date (each such period, a
“Payment Period”).
For each Payment Period ending before September 19, 2013, Capital Payments will accrue on the
respective liquidation preference amounts of 5 1,000 per Trust Preferred Security (the “Liquidation
Preference Amount”) and 5 1,000 per Class B Preferred Security at a fixed rate of 5.33% per annum,
calculated on the basis of the actual number of days elapsed, divided by the actual number of days
(365 or 366) in the respective Payment Period. For each Payment Period beginning on or after
September 19, 2013, Capital Payments will accrue on the respective liquidation preference amounts
of the Trust Preferred Securities and the Class B Preferred Securities at a rate per annum equal to 3month
EURIBOR (as defined herein) for such Payment Period, plus 1.99%, calculated on the basis of
the actual number of days elapsed in a 360-day year. “Stated Rate” refers to the rate at which Capital
Payments accrue in a Payment Period in accordance with the preceding two sentences.
Each Capital Payment on the Trust Preferred Securities will be payable to the holders of record of the
Trust Preferred Securities as they appear on the books and records of the Trust at the close of
business on the corresponding record date. The record dates for the Trust Preferred Securities will be
(i) so long as the Trust Preferred Securities remain in book-entry form, at the end of the Business Day
(as defined herein) immediately preceding the date on which the relevant Capital Payment will be
paid, and (ii) in all other cases, 15 Business Days prior to the relevant Payment Date.
Capital Payments on the Trust Preferred Securities are expected to be paid out of Capital Payments
received by the Trust from the Company with respect to the Class B Preferred Securities. Capital
Payments on the Class B Preferred Securities are expected to be paid out of interest payments
received by the Company on the Obligations (as defined herein) or Permitted Investments (as
defined herein) held by the Company from time to time. If the Company does not declare (and is not
deemed to have declared) a Capital Payment in respect of any Payment Period, the holders of the
Class B Preferred Securities will have no right to receive a Capital Payment in respect of such
Payment Period, and the Company will have no obligation to pay a Capital Payment in respect of
such Payment Period, whether or not Capital Payments are declared (or deemed to have been
declared) and paid in respect of any future Payment Period. In such a case, no Capital Payments will
be made on the Trust Preferred Securities in respect of such Payment Period.
The Company will use substantially all of the proceeds from the issuance of the Class B Preferred
Securities, together with the proceeds from the issuance of the Class A Preferred Security and the
4

Company Common Security, to acquire subordinated obligations of the Bank (the “Initial
Obligation”). The income received by the Company from the Initial Obligation, and any obligations
issued in substitution therefor (the “Substitute Obligations”, and, together with the Initial Obligation,
the “Obligations”), will be available for distribution, as appropriate, to the holders of the Class B
Preferred Securities and the Class A Preferred Security (together with the Class B Preferred
Securities, the “Preferred Securities”) and the holder of the Company Common Security.
The Bank and the Company will enter into a support agreement (the “Support Undertaking”) for the
benefit of the holders of the Class B Preferred Securities prior to the issuance of the Class B Preferred
Securities. Pursuant to the Support Undertaking, the Bank will undertake that (i) the Company will at
all times be in a position to meet its obligations if and when such obligations are due and payable,
including Capital Payments declared (or deemed declared) on the Class B Preferred Securities and
payments due upon redemption of the Class B Preferred Securities (plus, in each case, Additional
Amounts (as defined herein) thereon, if any), and (ii) in liquidation, the Company will have sufficient
funds to pay the liquidation preference amounts of the Class B Preferred Securities, plus accrued and
unpaid Capital Payments for the then current Payment Period to but excluding the date of liquidation
and Additional Amounts, if any. The Support Undertaking is not a guarantee of any kind that the
Company will at any time have sufficient assets to declare a Capital Payment or other distribution.
The Bank’s obligations under the Support Undertaking are subordinated to all of its senior and
subordinated debt obligations of the Bank.
Upon redemption of the Class B Preferred Securities, the Trust must redeem the Trust Preferred
Securities. The Class B Preferred Securities will be redeemable at the option of the Company, in
whole but not in part, on September 19, 2013 (the “Initial Redemption Date”), and on each Payment
Date thereafter, at a redemption price (the “Redemption Price”) per Class B Preferred Security equal
to the liquidation preference amount thereof, plus any accrued and unpaid Capital Payments for the
then current Payment Period to but excluding the date of redemption (a “Redemption Date”) and
Additional Amounts, if any. The Company will also have the right to redeem the Class B Preferred
Securities at any time prior to the Initial Redemption Date, in whole but not in part, upon the
occurrence of a Company Special Redemption Event (as defined herein) at the “Early Redemption
Price” per Class B Preferred Security, which is the greater of (A) the Redemption Price per Class B
Preferred Security and (B) the Make-Whole Amount, in each case, plus Additional Amounts, if any.
See “Description of the Company Securities – Class B Preferred Securities – Redemption of the Class
B Preferred Securities”. The Class B Preferred Securities and the Trust Preferred Securities will not
have any scheduled maturity date and will not be redeemable at any time at the option of the holders
thereof.
Upon the occurrence of a Trust Special Redemption Event (as defined herein) or in the event of any
voluntary or involuntary dissolution, liquidation, winding up or termination of the Trust, holders
of the Trust Securities, including the Trust Preferred Securities, will be entitled to receive a
corresponding number of the Class B Preferred Securities. See “Description of the Trust Securities –
Redemption”.
The Class B Preferred Securities are not offered hereby. However, because the sole assets of the Trust
are the Class B Preferred Securities and the holders of the Trust Preferred Securities may receive the
Class B Preferred Securities in certain circumstances, prospective purchasers of the Trust Preferred
Securities are also making an investment decision with respect to the Class B Preferred Securities
and should carefully review all of the information contained in this Offering Circular regarding the
Class B Preferred Securities. See “Description of the Company Securities – Class B Preferred
Securities” and “Investment Considerations – Special Redemption Risk”.
The Bank or a majority-owned affiliate of the Bank will enter into a services agreement (the “Services
Agreement”) with the Company and the Trust. The Bank, as the holder of the Company Common
Security, will elect the Board of Directors of the Company (the “Board of Directors”), which initially
will consist of three directors.
Each holder of Class B Preferred Securities will be a third-party beneficiary of the Support
Undertaking.
5

ADDITIONAL INFORMATION
The Bank files reports and other information with the U. S. Securities and Exchange Commission (the
“SEC”). Copies of these documents may be requested, upon payment of a duplicating fee, by writing
to the SEC. These documents may also be read and copied at the SEC’s public reference room in
Washington, D.C.:
Room 1024, Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Please call the SEC at 1-800-SEC-0330 for further information on its public reference rooms, including
those in New York and Chicago. Some of the Bank’s SEC filings are also available on the SEC’s
website at http://www. sec. gov.
INCORPORATION BY REFERENCE
The Bank incorporates by reference into this Offering Circular the documents listed below, which are
available on the Bank’s website at http://www.deutsche-bank.de/ir/en/index. html, under the heading
“Annual and Interim Reports”. The information incorporated by reference is an important part of this
Offering Circular:
– the Bank’s annual report for the year ended December 31, 2002 (the “Annual Report”);
– the Bank’s interim report as of June 30, 2003, which contains unaudited consolidated interim
financial information for Deutsche Bank Group for the periods ended June 30, 2003 and 2002; and
– the Bank’s annual financial statements (on an unconsolidated basis) for the years ended
December 31, 2002 and 2001.
As long as any Trust Preferred Securities are listed on the Luxembourg Stock Exchange, all
documents referred to, or incorporated by reference into, this Offering Circular may also be obtained
(free of charge) from the head office of the paying and transfer agent in the City of Luxembourg,
Deutsche Bank Luxembourg S. A., 2, Boulevard Konrad Adenauer, L-1115 Luxembourg.
FORWARD-LOOKING STATEMENTS
This Offering Circular contains certain forward-looking statements with respect to Deutsche Bank
Group’s financial condition and results of operations. In this document, forward-looking statements
include, among others, statements relating to:
– implementation of strategic initiatives;
– the development of aspects of results of operations;
– expectations of the impact of risks that affect Deutsche Bank’s business, including the risks of loss
on credit exposures and risks relating to changes in interest and currency exchange rates and in
asset prices; and
– other statements relating to future business development and economic performance.
In addition, Deutsche Bank Group may from time to time make forward-looking statements in its
periodic reports to the SEC on Form 6-K, annual and interim reports, invitations to annual
shareholders’ meetings and other information sent to shareholders, offering circulars and
prospectuses, press releases and other written materials. Deutsche Bank Group’s Board of Managing
Directors, Supervisory Board, officers and employees may also make oral forward-looking
statements to third parties, including financial analysts.
6

Forward-looking statements are statements that are not historical facts, including statements about
Deutsche Bank Group’s beliefs and expectations. When used in this Offering Circular, words such as
“believe”, “anticipate”, “expect”, “intend”, “seek”, “estimate”, “project”, “should”, “potential”,
“reasonably possible”, “plan” and similar expressions identify forward-looking statements.
By their very nature, forward-looking statements involve risks and uncertainties, both general and
specific. Deutsche Bank Group bases these statements on its current plans, estimates, projections
and expectations. Potential investors should therefor not place too much reliance on them. Forwardlooking
statements speak only as of the date they were made, and Deutsche Bank Group undertakes
no obligation to update any of them in light of new information or future events.
A number of important factors could cause Deutsche Bank Group’s actual results to differ materially
from those described in any forward-looking statement. These factors include, among others, the
following:
– changes in general economic and business conditions;
– changes and volatility in currency exchange rates, interest rates and asset prices;
– changes in governmental policy and regulation, and political and social conditions;
– changes in Deutsche Bank Group’s competitive environment;
– the success of Deutsche Bank Group’s acquisitions, divestitures, mergers and strategic alliances;
– the success of any realignments of the Deutsche Bank Group’s Divisions and risks that Deutsche
Bank Group may not fully realize the benefits anticipated from these realignments and from any
cost containment plans that Deutsche Bank Group has initiated;
– the effectiveness and success of the new management structure Deutsche Bank Group adopted on
January 31, 2002, to achieve and maintain the integration of its strategic and operational
management; and
– other factors, including those referred to elsewhere in this document and others that are not
referred to in this document.
PRESENTATION OF FINANCIAL INFORMATION
In this Offering Circular, references to “5” and “Euro” are to the lawful currency of the member states
of the European Union (including Germany) that have adopted the single currency in accordance with
the Treaty establishing the European Community, as amended by the Treaty on European Union (the
“Maastricht Treaty”).
Unless otherwise indicated, any reference in this Offering Circular to financial statements of the
Deutsche Bank Group is to the audited financial statements (including the notes thereto) included
herein of Deutsche Bank Group, on a consolidated basis.
The consolidated financial statements of Deutsche Bank Group were prepared in accordance with
accounting principles generally accepted in the United States (“U. S. GAAP”). The amount of
“Distributable Profits” of the Bank for any fiscal year, which determines the extent to which the
Company is authorized to make Capital Payments on the Class B Preferred Securities, is calculated
on the basis of the Bank’s audited unconsolidated financial statements prepared in accordance with
accounting provisions generally accepted in the Federal Republic of Germany as described in the
German Commercial Code (Handelsgesetzbuch) and other applicable German law then in effect. See
“Description of the Company Securities – Class B Preferred Securities – Capital Payments”.
In this Offering Circular, all references to “billions” are references to one thousand millions. Due to
rounding, the numbers presented throughout this Offering Circular may not add up precisely, and
percentages may not precisely reflect absolute figures.
7

OFFERING CIRCULAR SUMMARY
The following summary is qualified in its entirety by the detailed information and financial data
presented elsewhere in, and incorporated by reference into, this Offering Circular.
The Trust
The Trust is a statutory trust formed under the Delaware Statutory Trust Act, as amended (the “Trust
Act”), pursuant to a trust agreement executed by the Bank, as sponsor, The Bank of New York, as
trustee (the “Property Trustee”), and Deutsche Bank Trust Company Delaware, as Delaware trustee
(the “Delaware Trustee”), and the filing of a certificate of trust with the Secretary of State of the State
of Delaware on September 8, 2003. Such trust agreement will be amended and restated in its entirety
(as so amended and restated, the “Trust Agreement”) prior to the issuance of the Trust Preferred
Securities. The Bank will own the Trust Common Security representing a capital contribution in
respect thereof equal to 5 1,000. The Trust Common Security will rank pari passu, and payments
thereon will be made pro rata, with the Trust Preferred Securities, except that upon liquidation of the
Trust and in certain circumstances described under “Description of the Trust Securities –
Subordination of the Trust Common Security,” the rights of the holder of the Trust Common Security
to Capital Payments and other payments in respect of the Class B Preferred Securities will be
subordinated to the rights of the holders of the Trust Preferred Securities.
The Property Trustee will hold title to the Class B Preferred Securities for the benefit of the holders of
the Trust Securities, and the Property Trustee will have the power to exercise all rights, powers and
privileges with respect to the Class B Preferred Securities under the LLC Agreement (as defined
herein). In addition, the Property Trustee will maintain exclusive control of a segregated non-interest
bearing trust account (the “Property Account”) to hold all payments made in respect of the Class B
Preferred Securities for the benefit of the holders of the Trust Securities.
The Trust will use all the proceeds derived from the issuance of the Trust Securities to purchase the
Class B Preferred Securities from the Company, and, accordingly, the assets of the Trust will consist
solely of the Class B Preferred Securities. The Trust exists exclusively for the purposes of:
– issuing the Trust Securities representing undivided beneficial ownership interests in the assets of
the Trust;
– investing the gross proceeds from the issuance of the Trust Securities in the Class B Preferred
Securities; and
– engaging in those other activities necessary or incidental thereto.
The Company
The Company is a limited liability company formed under the Delaware Limited Liability Company
Act, as amended (the “LLC Act”), on September 4, 2003, pursuant to a limited liability company
agreement of the Company and the filing of a certificate of formation of the Company with the
Secretary of State of the State of Delaware. Such limited liability company agreement of the
Company will be amended and restated in its entirety (as so amended and restated, the “LLC
Agreement”) prior to the issuance of the Trust Preferred Securities. Pursuant to the LLC Agreement,
the Company will issue two classes of preferred securities representing limited liability company
interests in the Company, the Class A Preferred Security and the Class B Preferred Securities, and
one class of a common security representing limited liability company interests in the Company, the
Company Common Security. The Bank will hold the Company Common Security and the Class A
Preferred Security. The Company will be treated as a partnership for United States federal income
tax purposes.
The sole purposes of the Company are:
– to issue the Class A Preferred Security, the Class B Preferred Securities and the Company
Common Security;
8

– to invest substantially all of the proceeds thereof in the Initial Obligation;
– upon any redemption of the Initial Obligation prior to the Maturity Date (as defined herein), which
does not involve a redemption of the Class B Preferred Securities, to reinvest the proceeds in
Substitute Obligations issued by the Bank or a majority-owned subsidiary that is consolidated
with the Bank for German bank regulatory purposes in replacement for the Initial Obligation, so
long as any such reinvestment does not result in a Company Special Redemption Event (as
defined herein);
– in the event of any default on the Obligations, to enforce its rights for payment of any overdue
amounts;
– after the Maturity Date, if the Class B Preferred Securities have not been redeemed, to invest in
Permitted Investments (as defined herein);
– to enter into and, in certain circumstances, to enforce the Support Undertaking for the sole benefit
of the holders of the Class B Preferred Securities; and
– to engage in those other activities necessary or incidental thereto.
9

Summary Consolidated Financial and Other Data of the Deutsche Bank Group
Income Statement Data
Year ended December 31,
2002 2001 2000
(5 in millions, except per share
data)
Net interest revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 7,186 5 8,620 5 7,028
Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,091 1,024 478
Net interest revenues after provision for loan losses . . . . . . . . . 5,095 7,596 6,550
Commissions and fee revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,834 10,727 11,693
Trading revenues, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,024 6,031 7,625
Other non-interest revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,503 4,163 8,133
Total net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,456 28,517 34,001
Compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,358 13,360 13,526
Goodwill amortization/impairment . . . . . . . . . . . . . . . . . . . . . . . . 62 871 771
Restructuring activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 583 294 125
Other non-interest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,904 12,189 12,710
Total non-interest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income tax expense (benefit) and cumulative
20,907 26,714 27,132
effect of accounting changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,549 1,803 6,869
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense (benefit) from the change in effective tax
372 434 2,643
rate and the reversing effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,817( 1 ) 995( 1 ) (9,287)( 2 Income before cumulative effect of accounting changes,
)
netoftax............................................. 360( 1 ) 374( 1 ) 13,513( 2 )
Cumulative effect of accounting changes, net of tax ( 2 ) . . . . . . . . 37 (207) –
Net income ( 2 )........................................... 5 397( 1 ) 5 167( 1 ) 5 13,513( 2 Basic earnings per share (
)
3 )
Income before cumulative effect of accounting changes,
netoftax............................................. 5 0.60( 1 ) 5 22.00( 2 )
Cumulative effect of accounting changes, net of tax ( 2 ) . . . . . . . . 0.06 (0.33) –
Net income ( 2 )........................................... 5 0.64( 1 ) 5 0.27( 1 ) 5 22.00( 2 Diluted earnings per share (
)
4 )
Income before cumulative effect of accounting changes,
netoftax............................................. 5 0.57( 1 ) 5 0.60( 1 ) 5 21.72( 2 )
Cumulative effect of accounting changes, net of tax ( 2 ) . . . . . . . . 0.06 (0.33) –
Net income ( 2 )........................................... 5 0.63( 1 ) 5 0.27( 1 ) 5 21.72( 2 )
Dividends paid per share ( 5 )............................... 5 1.30 5 1.30 5 1.15
( 1 ) These figures reflect the income tax expense (benefit) from changes in effective tax rates pursuant to German tax law
and the reversing effect. These changes and their effects are described in “Management Discussion – Operating and
Financial Review and Prospects – Effects of German Tax Reform Legislation and Accounting for Income Taxes” in the
Annual Report incorporated by reference herein.
( 2 ) In 2002 and 2001, these figures reflect the cumulative effect of changes in accounting principle. These changes and
their effects on Deutsche Bank Group’s Consolidated Statement of Income are described in “Management
Discussion – Operating and Financial Review and Prospects – Operating Results – Cumulative Effect of Accounting
Changes” in the Annual Report incorporated by reference herein.
( 3 ) Basic earnings per share for each period is calculated by dividing net income by the weighted average number of
common shares outstanding.
( 4 ) Diluted earnings per share for each period is calculated by dividing Deutsche Bank Group’s net income by the
weighted average number of common shares and potential dilutive common shares outstanding.
( 5 ) Dividends declared and paid in the year.
10

The following table shows Deutsche Bank Group’s income before cumulative effect of accounting
changes, Deutsche Bank Group’s net income and basic net income per share, in each case excluding
the effects of the tax rate changes and the cumulative effect of accounting changes:
Per
Share
(basic) 2001
Per
Share
(basic) 2000
Per
Share
(basic)
2002
(5 in millions, except per share amounts)
Income before cumulative effect
of accounting changes, net of tax . . . 5
Cumulative effect of accounting
360 5 0.58 5 374 5 0.60 5 13,513 5 22.00
changes, net of tax . . . . . . . . . . . . . . . 37 0.06 (207) (0.33) – –
Net income . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense (benefit) from the
change in effective tax rate and the
5 397 5 0.64 5 167 5 0.27 5 13,513 5 22.00
reversing effect . . . . . . . . . . . . . . . . . .
Net income without the effect of tax
2,817 4.58 995 1.61 (9,287) (15.12)
rate changes . . . . . . . . . . . . . . . . . . . . .
Net income before accounting changes
5 3,214 5 5.22 5 1,162 5 1.88 5 4,226 5 6.88
and the effect of tax rate changes . . . 5 3,177 5 5.16 5 1,369 5 2.21 5 4,226 5 6.88
Balance Sheet Data
2002
As of December 31,
2001
(5 in millions)
2000
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 758,355 5 918,222 5 928,994
Loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167,303 259,838 274,660
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 327,625 374,089 350,552
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104,055 166,908 154,484
Common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,592 1,591 1,578
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,991 40,193 43,683
Tier 1 risk-based capital (BIS*) ( 1 ) . . . . . . . . . . . . . . . . . . . . . . . . . . 22,742 24,803 23,504
Total risk-based capital (BIS*) ( 1 ) . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,862 37,058 39,343
( * ) Bank for International Settlements.
( 1 ) BIS figures for 2002, 2001 and 2000 were derived and reported in accordance with U.S. GAAP. The figures for 2000
were originally reported in accordance with International Accounting Standards. These 2000 figures are restated and
reported in accordance with U.S. GAAP for comparison purposes, and are unaudited.
11

Recent Developments and Outlook for the Bank
The Bank reported income before income tax expense of 5 1.1 billion for the second quarter of 2003,
compared to 5 2.2 billion for the second quarter of 2002 and 5 234 million for the first quarter of 2003.
The figure for the second quarter of 2002 included significant gains on sales of industrial holdings.
Net income for the second quarter of 2003 was 5 572 million compared with 5 204 million in the
second quarter of 2002. Income tax expense (before tax reversal effects) was 5 503 million in the
second quarter of 2003 (second quarter of 2002: 5 150 million) and includes one-off effects following
changes in German tax law in May 2003.
Net revenues increased from 5 5.0 billion in the first quarter of 2003 to 5 5.9 billion in the second
quarter of 2003. They declined 27% compared to the second quarter of 2002, reflecting the effects of
the sale of non-core businesses and shifts in exchange rates.
Total provision for credit losses decreased for the third consecutive quarter, falling to 5 333 million
(5 340 million of provision for loan losses net of 5 7 million reduction in provision for off-balance
sheet positions) from 5 350 million (5 380 million of provision for loan losses net of 5 30 million
reduction in provision for off-balance sheet positions) in the first quarter of 2003, and down from a
peak in autumn 2002. The Bank reduced problem loans by 5 0.9 billion in 5 2003 to 5 8.4 billion.
Noninterest expenses for the second quarter of 2003 was 5 4.5 billion, compared to 5 4.4 billion in the
first quarter of 2003. This increase resulted from higher severance and performance related
compensation expenses – non-compensation expenses declined 7% from the first quarter of 2003.
Noninterest expenses were down 16% compared to the second quarter of 2002.
The Group Division Corporate and Investment Bank (“CIB”) continued to demonstrate its strong
global competitive position. CIB recorded income before income taxes of 5 878 million in the second
quarter of 2003. This compares to 5 1.4 billion for the first quarter of 2003 which included a gain of
5 508 million from the disposal of a substantial part of the Bank’s Global Securities Services
business. The division’s income before income taxes in the second quarter of 2002 was 5 249 million.
Revenues from sales and trading products were 5 2.7 billion in the second quarter of 2003, up 30%
versus the second quarter of 2002, reflecting the stability and sustainability of the sales and trading
platform. An improved market environment helped boost sales and trading revenues from equities
and related derivative products to 5 903 million, up by 52 % compared to the first quarter of 2003,
and by 61% compared to the second quarter of 2002. Sales and trading revenues from debt and
related products were 5 1.8 billion for the second quarter of 2003, matching the first quarter of 2003
figure and up by 18% versus the second quarter of 2002. This solid performance once again
illustrates the stability of the Bank’s revenues as a result of its heavy emphasis on customer flow
business.
The Bank’s Group Division Private Clients and Asset Management (“PCAM”) reported revenues of
5 2.0 billion in the second quarter of 2003. Income before income taxes in the second quarter of 2003
rose by 4% compared to the first quarter of 2003 despite severance costs following the
reorganization of the Private & Business Clients Corporate Division (“PBC”).
PBC reported income before income taxes of 5 163 million in the second quarter of 2003, an increase
of 5 36 million compared to the first quarter of 2003. Compared to the second quarter of 2002
(excluding gains of 5 507 million from the sale of the insurance business) income before income
taxes improved by 5 68 million mainly due to reductions in non-interest expenses following
reorganization measures and cost-saving initiatives.
The Asset and Wealth Management Corporate Division recorded income before income taxes of 5 123
million for the second quarter of 2003, up 5 22 million versus the second quarter of 2002 and down
5 24 million versus the first quarter of 2003 (which included a gain from the sale of the Bank’s Passive
Asset Management business).
12

Summary Interim Consolidated Financial and Other Data of the Deutsche Bank Group
Income Statement
Six months ended
June 30, 2003 June 30, 2002
Net interest revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5 in millions)
5 2,978 5 4,059
Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 720 858
Net interest revenues after provision for loan losses . . . . . . . . . 2,258 3,201
Commissions and fees from fiduciary activities . . . . . . . . . . . . . .
Commissions, broker’s fees, markups on securities
1,602 1,915
underwriting and other securities activities . . . . . . . . . . . . . . . 1,751 2,399
Fees for other customer services . . . . . . . . . . . . . . . . . . . . . . . . . . 1,247 1,334
Insurance premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 688
Trading revenues, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,313 2,373
Net gains (losses) on securities available for sale . . . . . . . . . . . . (194) 2,950
Net loss from equity method investments . . . . . . . . . . . . . . . . . . (708) (397)
Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 856 363
Total non-interest revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,921 11,625
Compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,383 5,822
Net occupancy expense of premises . . . . . . . . . . . . . . . . . . . . . . . 662 655
Furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 114
IT costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 938 1,168
Agency and other professional service fees . . . . . . . . . . . . . . . . . 311 358
Communication and data services . . . . . . . . . . . . . . . . . . . . . . . . . 329 404
Policyholder benefits and claims . . . . . . . . . . . . . . . . . . . . . . . . . . 65 703
Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 995 1,504
Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114 –
Restructuring activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29) 605
Total non-interest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income tax expense and cumulative effect of
8,854 11,333
accounting changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,325 3,493
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense from the reversing effect of the change
926 156
in effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before cumulative effect of accounting changes,
46 2,573
netoftax............................................. 353 764
Cumulative effect of accounting changes, net of tax . . . . . . . . . . – 37
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 353 801
Balance sheet
June 30, 2003
As of
March 31, 2003
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5 in millions)
5 851,267 5 802,253
Loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161,017 167,524
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 821,355 772,810
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,912 29,443
Tier I risk-based capital (BIS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,205 22,936
Total risk-based capital (BIS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,733 31,369
13

Earnings per share
Six months ended
June 30, 2003 June 30, 2002
Basic:
Income before cumulative effect of accounting changes,
(5)
net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.60 1.22
Cumulative effect of accounting changes, net of tax . . . . . . . . . . – 0.06
Reported net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.60 1.28
Diluted:
Income before cumulative effect of accounting changes,
net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.57 1.21
Cumulative effect of accounting changes, net of tax . . . . . . . . . . – 0.06
Reported net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Denominator for basic earnings per share – weighted-average
0.57 1.27
shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Denominator for diluted earnings per share – adjusted
587,563,200 626,299,441
weighted-average shares after assumed conversions . . . . . . . 614,793,205 633,028,231
The Formation of the Trust and the Company
Prior to or simultaneously with the completion of the Offering, the Company, the Trust and the Bank
will engage in the following transactions: (i) the Company will issue to the Bank the Company
Common Security; (ii) the Company will issue to the Bank the Class A Preferred Security; (iii) the
Trust will issue to the Bank the Trust Common Security; (iv) the Trust will issue the Trust Preferred
Securities to Deutsche Bank AG, London, which will sell the Trust Preferred Securities to investors;
(v) the Company will issue to the Trust the Class B Preferred Securities and (vi) the Company will
invest the proceeds from the issuance of the Class B Securities in the Initial Obligation.
The Bank or a majority-owned affiliate of the Bank will enter into the Services Agreement. The Bank,
as the holder of the Company Common Security, will elect the Board of Directors, which initially will
consist of three directors.
Each holder of Company Class B Preferred Securities and the Trust Preferred Securities will be a thirdparty
beneficiary of the Support Undertaking.
The following diagram summarizes the relationship among the Company, the Trust, the Bank and
investors in the Trust Preferred Securities following completion of the Offering.
14
Support
Undertaking
Class A
Preferred
Securities
Proceeds
from the
Initial
Obligation
The
Bank
The Initial Obligation
Class B
Preferred
Securities
The
Company The Trust Investors
Proceeds
from Class B
Preferred
Securities
Trust
Preferred
Securities
Proceeds
from Trust
Preferred
Securities

THE OFFERING
This section contains a summary of the Company, the Trust, the terms of the Trust Preferred
Securities and the Class B Preferred Securities, as well as information relating to this Offering. For a
more complete description of the terms of the Trust Preferred Securities, the Class B Preferred
Securities, the Initial Obligation and the Support Undertaking, see “Description of the Trust
Securities,” “Description of the Company Securities,” “Description of the Terms of the Initial
Obligation” and “Description of the Support Undertaking”, as well as “Distributable Profits of the
Bank”. Capitalized terms used and not otherwise defined below have the meaning given such terms
under such headings.
The Trust Deutsche Bank Capital Funding Trust IV is a Delaware statutory trust formed for
the purpose of issuing the Trust Securities and investing the proceeds
therefrom in the Class B Preferred Securities, the Capital Payments and
redemption payments (if any) on which will be passed through to holders of
the Trust Securities.
The Company Deutsche Bank Capital Funding LLC IV, a Delaware limited liability company, is
a wholly owned subsidiary of the Bank which will be consolidated with the
Bank for German bank regulatory purposes. The Company will hold the
Obligations.
Securities Offered The Trust will offer 1,000,000 Trust Preferred Securities with a Liquidation
Preference Amount of 5 1,000 per Trust Preferred Security. The terms of the
Trust Preferred Securities will be substantially identical to the terms of the
Class B Preferred Securities.
Use of Proceeds All the proceeds from the sale of the Trust Securities (aggregating
5 1,000,001,000, including the Trust Common Security) will be invested by the
Trust in the Class B Preferred Securities.
Bank’s Support
Undertaking
The Company will use substantially all of the proceeds from the sale of the
Class B Preferred Securities, together with funds contributed by the Bank in
return for the Class A Preferred Security and the Company Common Security,
to invest in the Initial Obligation.
The Bank intends to use the proceeds from the sale of the Initial Obligation for
general corporate purposes, and the Bank expects to treat the Class B
Preferred Securities as consolidated Tier I regulatory capital. The Bank will pay
certain commissions to the Managers (one of which – the Lead Manager – is an
affiliate of the Bank) and reimburse the Managers for certain expenses in
connection with the Offering. Accordingly, the net proceeds to the Bank net of
commissions to the Managers can be deemed to be 5 990,000,000.
The Bank will execute a Support Undertaking under which it will agree that (i)
the Company will at all times be in a position to meet its obligations if and
when such obligations are due and payable, including Capital Payments
declared (or deemed declared) on the Class B Preferred Securities and
payments due upon redemption of the Class B Preferred Securities plus, in
each case, Additional Amounts thereon, if any, and (ii) in liquidation, the
Company will have sufficient funds to pay the liquidation preference amounts
of the Class B Preferred Securities, plus accrued and unpaid Capital Payments
for the then current Payment Period to but excluding the date of liquidation
plus Additional Amounts, if any. The Support Undertaking is not a guarantee
of any kind that the Company will at any time have sufficient assets to declare
a Capital Payment or other distribution.
The Bank’s obligations under the Support Undertaking will be subordinated to
all senior and subordinated debt obligations of the Bank (including profit
15

participation rights (Genussscheine)), will rank pari passu with the Parity
Securities (as defined herein), if any, and will rank senior to any other
preference shares of the Bank. The holders of the Class B Preferred Securities
will be third-party beneficiaries of the Support Undertaking. If a holder of the
Class B Preferred Securities has notified the Company that the Bank has failed
to perform any obligation under the Support Undertaking, and such failure
continues for 60 days or more after such notice is given, the holders of the
Class B Preferred Securities will have the right to elect the Independent
Enforcement Director (as defined and described herein) who will be required
to enforce the rights of the Company under the Support Undertaking without
prejudice to the rights of the holders of the Class B Preferred Securities
thereunder.
The Bank will also undertake not to give any guarantee or similar undertaking
with respect to, or enter into any other agreement relating to the support of,
any other preference shares or similar securities of any other affiliated entity
that would rank senior in any regard to the Support Undertaking unless the
Support Undertaking is amended so that it ranks at least pari passu with and
contains substantially equivalent rights of priority as to payment as any such
other guarantee or other support agreement.
TERMS OF THE TRUST PREFERRED SECURITIES, THE CLASS A
PREFERRED SECURITYAND THE CLASS B PREFERRED SECURITIES
Maturity The Trust Preferred Securities and the Class B Preferred Securities will not have
a maturity date or be subject to any mandatory redemption provisions.
Capital Payments Capital Payments on the Trust Preferred Securities and the Class B Preferred
Securities will be payable (i) from and including September 19, 2003 until but
not including September 19, 2013, annually in arrears on September 19 of each
year, commencing September 19, 2004, and (ii) from and including
September 19, 2013, quarterly in arrears on December 19, March 19, June 19,
and September 19 of each year. Capital Payments payable on the Trust
Preferred Securities and the Class B Preferred Securities on each Payment Date
or Redemption Date will be calculated as provided below and will accrue from
and including the immediately preceding Payment Date (or September 19,
2003 with respect to Capital Payments payable on September 19, 2004) to but
excluding the relevant Payment Date. Capital Payments will be noncumulative.
16
For each Payment Period ending before September 19, 2013, Capital Payments
will accrue on the respective liquidation preference amounts of 5 1,000 per
Trust Preferred Security and 5 1,000 per Class B Preferred Security at a fixed
rate of 5.33% per annum, calculated on the basis of the actual number of days
elapsed, divided by the actual number of days (365 or 366) in the relevant
Payment Period. For each Payment Period beginning on or after September 19,
2013, Capital Payments will accrue on the respective liquidation preference
amounts of the Trust Preferred Securities and the Class B Preferred Securities
at a rate per annum equal to 3-month EURIBOR for such Payment Period
plus 1.99%, calculated on the basis of the actual number of days elapsed in a
360-day year.
Each Capital Payment on the Trust Preferred Securities will be payable to the
holders of record of the Trust Preferred Securities as they appear on the books
and records of the Trust at the close of business on the corresponding record
date. The record dates for the Trust Preferred Securities will be (i) so long as
the Trust Preferred Securities remain in book-entry form, at the end of the
Business Day immediately preceding the date on which the relevant Capital

Payment will be paid, and (ii) in all other cases, 15 Business Days prior to the
relevant Payment Date.
If any Payment Date or Redemption Date that occurs before September 19,
2013 falls on a day that is not a Business Day, payment of all amounts
otherwise payable on such date will be made on the next succeeding Business
Day, without adjustment, interest or further payment as a result of such delay
in payment. If any Payment Date or Redemption Date that occurs on or after
September 19, 2013 falls on a day that is not a Business Day, such Payment
Date or Redemption Date shall be postponed to the next succeeding Business
Day, unless it would thereby fall into the next calendar month, in which case
such Payment Date or Redemption Date shall be the immediately preceding
Business Day.
“Business Day” means a day on which TARGET (the Trans-European
Automated Real Time Gross Settlement Express Transfer System) is operating
credit or transfer instructions in respect of payments in Euro.
“3-month EURIBOR” for any Payment Period will be determined by the
Company or the Bank, in its capacity as Calculation Agent (the “Calculation
Agent”), on the day (the “Reset Date”) falling two Business Days prior to first
day of the relevant Payment Period and shall be the 3-month EURIBOR rate
(expressed as a rate per annum) published on page 248 of the Telerate
Monitor (or such other screen page of Telerate or such other information
service that is designated as the successor to page 248 of the Telerate Monitor
for the purpose of displaying such rates (the “Screen Page”) on the relevant
Reset Date at or about 11:00 a. m. (Brussels time) as the rate offered in the
interbank market in the Euro-zone for deposits in Euro for the relevant
Payment Period. If such rate does not appear on the Screen Page, then the rate
for such Reset Date shall be the arithmetic mean (rounded if necessary to the
nearest one thousandth of a percentage point, with 0.0005 being rounded
upwards), determined by the Calculation Agent of the rates which four banks
whose offered rates were used to determine such quotation when such
quotation last appeared on the Screen Page (the “Reference Banks”) selected
by the Calculation Agent, quote to prime banks in the interbank market in the
Euro-zone at approximately 11:00 a. m. (Brussels time) on the relevant Reset
Date for deposits in Euro for such Payment Period. If at least two such
quotations are provided, the rate for such Reset Date will be the arithmetic
mean of the quotations. If fewer than two quotations are provided as
requested, the rate for such Reset Date will be the 3-month EURIBOR rate in
effect on the Business Day immediately preceding the relevant Reset Date.
Capital Payments on the Class B Preferred Securities will be paid out of the
Company’s Operating Profits (as defined herein) or from payments received
by the Company under the Support Undertaking. If the Company does not
declare (and is not deemed to have declared) a Capital Payment in respect of
any Payment Period, the holders of the Class B Preferred Securities will have
no right to receive a Capital Payment on the Class B Preferred Securities in
respect of such Payment Period, and the Company will have no obligation to
pay a Capital Payment on the Class B Preferred Securities in respect of such
Payment Period, whether or not Capital Payments on the Class B Preferred
Securities are declared (or deemed to have been declared) and paid on the
Class B Preferred Securities in respect of any future Payment Period.
Capital Payments on the Class B Preferred Securities are authorized to be
declared and paid on any Payment Date to the extent that:
– the Company has an amount of Operating Profits for the Payment Period
ending on the day immediately preceding such Payment Date at least equal
to the amount of such Capital Payments; and
17

18
– the Bank has an amount of Distributable Profits (as defined herein) for the
preceding fiscal year for which audited financial statements are available at
least equal to the aggregate amount of such Capital Payments on the Class B
Preferred Securities and capital payments or dividends or other distributions
or payments on Parity Securities, if any, pro rata on the basis of
Distributable Profits for such preceding fiscal year.
Notwithstanding the foregoing, if the Bank or any of its subsidiaries declares
or pays any dividends or makes any other payment or other distribution on
any Parity Securities in any fiscal year, the Company will be deemed to have
declared Capital Payments on the Class B Preferred Securities on the first
Payment Date falling contemporaneously with or immediately after the date
on which such dividend was declared or other payment or distribution was
made. If the dividend or other payment or distribution on Parity Securities was
in the full stated amount payable on such Parity Securities in the then current
fiscal year through the Payment Date, Capital Payments will be deemed
declared at the Stated Rate in full for the then current fiscal year through such
Payment Date. If the dividend or other payment or distribution on Parity
Securities was only a partial payment of the amount so owing, the amount of
the Capital Payment deemed declared on the Class B Preferred Securities will
be adjusted proportionally.
Further, notwithstanding the foregoing, if the Bank or any of its subsidiaries
declares or pays any dividend or makes any other payment or distribution on
its Junior Securities (other than payments on Junior Securities issued by
wholly owned subsidiaries of the Bank, when such Junior Securities are held
exclusively by the Bank or by any of its other wholly owned subsidiaries), the
Company will be deemed to have declared Capital Payments on the Class B
Preferred Securities at the Stated Rate in full (i) for payment on the first two
Payment Dates (or, in the case of the Payment Date falling on September 19,
2013, such Payment Date and the two succeeding Payment Dates and, in the
case of Payment Dates falling after September 19, 2013, the first four Payment
Dates) falling contemporaneously with and/or immediately following the date
on which such dividend was declared or other payment made, if such Junior
Securities pay dividends annually, (ii) for payment on the first Payment Date
(or, in the case of Payment Dates falling after September 19, 2013, the first two
Payment Dates) falling contemporaneously with and/or immediately following
the date on which such dividend was declared or other payment made, if such
Junior Securities pay dividends semi-annually, or (iii) for payment on the first
Payment Date falling contemporaneously with or immediately following the
date on which such dividend was declared or other payment made, if such
Junior Securities pay dividends quarterly.
If the Bank or any of its subsidiaries redeems, repurchases or otherwise
acquires any Parity Securities or Junior Securities (other than Parity Securities
or Junior Securities issued by wholly-owned subsidiaries of the Bank, when
such Parity Securities or Junior Securities are held exclusively by the Bank or
any of the Bank’s wholly-owned subsidiaries) for any consideration except by
conversion into or exchange for common stock of the Bank and subject to
certain exceptions set forth in “Description of the Company Securities – Class
B Preferred Securities – Capital Payments”, the Company will be deemed to
have declared Capital Payments on the Class B Preferred Securities at the
Stated Rate in full for payment on the first two Payment Dates (or, in the case
of the Payment Date falling on September 19, 2003, such Payment Date and the
next two succeeding Payment Dates and, in the case of Payment Dates falling
after September 19, 2003, the first four Payment Dates) falling
contemporaneously with and/or immediately following the date on which
such redemption, repurchase or other acquisition occurred.

Payments of
Additional Amounts
Despite sufficient Operating Profits of the Company and sufficient Distributable
Profits of the Bank, the Company will not be permitted to make Capital
Payments on the Class B Preferred Securities on any Payment Date (or a date
set for redemption or liquidation) if on such date there is in effect an order of
the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) (the “BaFin”) (or any other relevant regulatory
authority) prohibiting the Bank from making any distributions of profits.
The Company will have no obligation to make up, at any time, any Capital
Payments not paid in full by the Company as a result of insufficient Operating
Profits of the Company, insufficient Distributable Profits of the Bank or an order
of the BaFin.
“Operating Profits” of the Company for any Payment Period is the excess of the
amounts payable (whether or not paid) on the Obligations or, after the Maturity
Date, on the Permitted Investments that the Company may then hold in
accordance with the LLC Agreement during such Payment Period over any
operating expenses of the Company not paid or reimbursed by the Bank or
one of its branches or affiliates during such Payment Period.
“Distributable Profits” of the Bank for any fiscal year is the balance sheet profit
(Bilanzgewinn) as of the end of such fiscal year, as shown in the audited
unconsolidated balance sheet of the Bank as of the end of such fiscal year.
Such balance sheet profit includes the annual surplus or loss
(Jahresüberschuß/-fehlbetrag), plus any profit carried forward from previous
years, minus any loss carried forward from previous years, plus transfers from
capital reserves and earnings reserves, minus allocations to earnings reserves,
all as determined in accordance with the provisions of the German Stock
Corporation Act (Aktiengesetz) and accounting principles generally accepted
in the Federal Republic of Germany as described in the German Commercial
Code (Handelsgesetzbuch) and other applicable German law then in effect.
In determining the availability of sufficient Distributable Profits of the Bank for
any fiscal year to permit Capital Payments to be declared with respect to the
Class B Preferred Securities during the succeeding fiscal year of the Bank, any
Capital Payments already paid during the succeeding fiscal year of the Bank on
the Class B Preferred Securities and any capital payments or dividends already
paid during the succeeding fiscal year of the Bank on Parity Securities, if any,
on the basis of Distributable Profits for such fiscal year, will be deducted from
such Distributable Profits.
“Parity Securities” means each class of the most senior ranking preference
shares of the Bank, if any, and Parity Subsidiary Securities.
“Parity Subsidiary Securities” means the most senior ranking preference
shares or any other instrument of any subsidiary of the Bank subject to any
guarantee or support agreement of the Bank ranking pari passu with the
obligations of the Bank under the Support Undertaking.
“Junior Securities” means (i) common stock of the Bank, (ii) each class of
preference shares of the Bank ranking junior to Parity Securities of the Bank, if
any, and any other instrument of the Bank ranking pari passu therewith or
junior thereto and (iii) preference shares or any other instrument of any
subsidiary of the Bank subject to any guarantee or support agreement of the
Bank ranking junior to the obligations of the Bank under the Support
Undertaking.
All payments on the Class B Preferred Securities and the Trust Preferred
Securities, as the case may be, and any amount payable in liquidation or upon
redemption thereof, will be made without deduction or withholding for or on
account of any present or future taxes, duties or governmental charges of any
19

Class A Preferred
Security
nature whatsoever imposed, levied or collected by or on behalf of the United
States or Germany or, during any period in which any Substitute Obligations
are outstanding, the jurisdiction of residence of any obligor on such Substitute
Obligations (or any jurisdiction from which payments are made) (each, a
“Relevant Jurisdiction”) or by or on behalf of any political subdivision or
authority therein or thereof having the power to tax (collectively, “Withholding
Taxes”), unless such deduction or withholding is required by law. In such
event, the Company or the Trust, as the case may be, will pay, as additional
Capital Payments, such additional amounts (“Additional Amounts”) as may be
necessary in order that the net amounts received by the holders of the Class B
Preferred Securities and the Trust Preferred Securities, after such deduction or
withholding, will equal the amounts that otherwise would have been received
had no such deduction or withholding been required. However, no such
Additional Amounts will be payable in respect of the Class B Preferred
Securities and the Trust Preferred Securities:
– if and to the extent that the Company is unable to pay such Additional
Amounts because such payment would exceed the Distributable Profits of
the Bank for the preceding fiscal year (after subtracting from such
Distributable Profits the amount of Capital Payments on the Class B
Preferred Securities and dividends or other distributions or payments on
Parity Securities, if any, already paid on the basis of such Distributable
Profits on or prior to the date on which such Additional Amounts will be
payable);
– with respect to any Withholding Taxes that are payable by reason of a
holder or beneficial owner of the Class B Preferred Securities (other than
the Trust) or Trust Preferred Securities having some connection with any
Relevant Jurisdiction other than by reason only of the mere holding of the
Class B Preferred Securities or the Trust Preferred Securities; or
– with respect to any Withholding Taxes which are deducted or withheld
pursuant to (i) any European Union Directive or Regulation concerning the
taxation of interest income, or (ii) any international treaty or understanding
relating to such taxation and to which the United States, the European
Union or Germany is a party, or (iii) any provision of law implementing, or
complying with, or introduced to conform with, such Directive, Regulation,
treaty or understanding; or
– where such deduction or withholding can be avoided if the holder or
beneficial owner of the Class B Preferred Securities (other than the Trust) or
the Trust Preferred Securities makes a declaration of non-residence or other
similar claim for exemption to the relevant tax authority or complies with
any reasonable certification, documentation, information or other
reporting requirement imposed by the relevant tax authority; provided,
such claim for exemption would not be materially more onerous than
comparable U. S. tax reporting requirements (such as Internal Revenue
Service (“IRS”) Forms 1001, W-8 and W-9).
The Class A Preferred Security is expected to receive capital payments only to
the extent that (i) Capital Payments are not permitted to be paid on the Class B
Preferred Securities in full on any Payment Date due to insufficient
Distributable Profits of the Bank or an order of the BaFin (or any other relevant
regulatory authority) prohibiting the Bank from making any distributions of
profits (as described above), and (ii) the Company has sufficient Operating
Profits.
Ranking In the event of any voluntary or involuntary liquidation, dissolution, winding
up or termination of the Company, the Class B Preferred Securities will rank
20

Distributions at
Liquidation
junior to the Class A Preferred Security, and the Class B Preferred Securities
will rank senior to the Company Common Security; provided that any
payments made by the Bank pursuant to the Support Undertaking will be
payable by the Company solely to the holders of the Class B Preferred
Securities.
In the event of any voluntary or involuntary liquidation, dissolution, winding
up or termination of the Trust, the holders of the Trust Securities will be
entitled to receive the Class B Preferred Securities. The holders of the Trust
Preferred Securities will have a preference over the holder of the Trust
Common Security with respect to distributions upon liquidation of the Trust.
Upon liquidation of the Company, the holder of the Class A Preferred Security
will be entitled to receive the Obligations or Permitted Investments (including
accrued and unpaid interest thereon) as its liquidation distribution. Each
holder of the Class B Preferred Securities will be entitled to receive the
liquidation preference amount of such Class B Preferred Securities, plus
accrued and unpaid Capital Payments in respect of the current Payment Period
to but excluding the date of liquidation and Additional Amounts, if any. The
Company expects that the liquidation distribution to the holders of the Class B
Preferred Securities will be paid out of funds received from the Bank under the
Support Undertaking. Under the terms of the LLC Agreement and to the fullest
extent permitted by law, the Company will not be dissolved until all
obligations under the Support Undertaking have been paid in full pursuant to
its terms.
Redemption Upon redemption of the Class B Preferred Securities, the Trust must redeem
the Trust Securities. The Class B Preferred Securities are redeemable at the
option of the Company, in whole but not in part, on September 19, 2013 (the
“Initial Redemption Date”) and on each Payment Date thereafter at a
redemption price per Class B Preferred Security equal to the liquidation
preference amount thereof, plus any accrued and unpaid Capital Payments for
the then current Payment Period to but excluding the Redemption Date (the
“Redemption Price”), plus Additional Amounts, if any. The Company may
exercise its right to redeem the Class B Preferred Securities only if it has:
– given at least 30 days’ prior notice (or such longer period as may be
required by the relevant regulatory authorities) to the holders of the Class
B Preferred Securities (and the Trust Securities) of its intention to redeem
the Class B Preferred Securities on the Redemption Date; and
– obtained any required regulatory approvals.
The Company will also have the right, prior to the Initial Redemption Date, to
redeem the Class B Preferred Securities at any time, in whole but not in part,
upon the occurrence of a Company Special Redemption Event at the Early
Redemption Price plus Additional Amounts, if any. See “Description of the
Company Securities – Class B Preferred Securities – Redemption of the Class B
Preferred Securities”.
Upon the occurrence of a Trust Special Redemption Event or in the event of
any voluntary or involuntary dissolution, liquidation, winding up or
termination of the Trust, holders of the Trust Securities, will be entitled to
receive a pro rata amount of the Class B Preferred Securities. See “Description
of the Trust Securities – Redemption”. The Class B Preferred Securities and the
Trust Preferred Securities will not have any scheduled maturity date and will
not be redeemable at any time at the option of the holders thereof.
21

See “Description of the Trust Securities – Redemption” for definitions of
“Company Special Redemption Event”, “Trust Special Redemption Event” and
“Make-Whole Amount”.
No redemption of the Class B Preferred Securities for any reason may take
place unless on the Redemption Date:
– the Company has sufficient funds (by reason of payments on the
Obligations, Permitted Investments or pursuant to the Support
Undertaking) to pay the Redemption Price or the Make-Whole Amount
(plus Additional Amounts, if any), as applicable, the Early Redemption
Price;
– the Bank has an amount of Distributable Profits for the preceding fiscal year
for which audited financial statements are available at least equal to the
Capital Payments on the Class B Preferred Securities accrued and unpaid
as of the Redemption Date or the Make-Whole Amount, as applicable, plus
in each case, Additional Amounts, if any; and
– no order of the BaFin (or any other relevant regulatory authority) is in effect
prohibiting the Bank from making any distributions (including to the
holders of Parity Securities, if any).
Voting Rights Holders of the Trust Preferred Securities will not have any voting rights, except
that the holders of a majority of the outstanding Trust Preferred Securities
(excluding Trust Preferred Securities held by the Bank or any of its respective
affiliates) will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Property Trustee, or direct the
exercise of any trust or power conferred upon the Property Trustee under the
Trust Agreement, including the right to direct the Property Trustee, as holder of
the Class B Preferred Securities, on how to vote the Class B Preferred Securities
in respect of the matters on which holders of the Class B Preferred Securities
are entitled to vote.
22
So long as any Class B Preferred Securities are outstanding, the Company will
not, without the affirmative vote of at least 66 2 3% in aggregate liquidation
preference amount of the Class B Preferred Securities, voting separately as a
class (excluding any Class B Preferred Securities held by the Bank or any of its
affiliates), (i) amend, alter, repeal or change any provision of the LLC
Agreement (including the terms of the Class B Preferred Securities) if such
amendment, alteration, repeal or change would materially adversely affect the
rights, preferences, powers or privileges of the Class B Preferred Securities, (ii)
agree to modify or amend any provision of, or waive any default in the
payment of any amount under the Obligations in any manner that would
materially affect the interests of the holders of the Class B Preferred Securities,
or (iii) effect any merger, consolidation, or business combination involving the
Company, or any sale of all or substantially all of the assets of the Company,
provided, that any such merger, consolidation, or business combination
involving the Company, or any sale of all or substantially all of the assets of
the Company, also must comply with the provisions of the LLC Agreement.
For a description of these provisions set forth in the LLC Agreement, see
“Description of the Company Securities – Mergers, Consolidations and Sales.”
The Company will not, without the unanimous consent of all the holders of the
Class B Preferred Securities (excluding any Class B Preferred Securities held by
the Bank or any of its affiliates), issue any additional securities of the Company
ranking prior to or pari passu with the Class B Preferred Securities as to
periodic distribution rights or rights on liquidation or dissolution of the
Company, or incur any indebtedness for money borrowed.

Enforcement Rights If (i) the Company fails to pay Capital Payments (plus any Additional Amounts
thereon, if any) on the Class B Preferred Securities at the Stated Rate in full for
two consecutive Payment Periods (or, in the case of the consecutive Payment
Periods beginning on the Initial Redemption Date, for the Payment Period
beginning on the Initial Redemption Date and the next two succeeding
Payment Periods, and in the case of any consecutive Payment Periods
beginning after the Initial Redemption Date, for four consecutive Payment
Periods), or (ii) a holder of the Class B Preferred Securities has notified the
Company that the Bank has failed to perform any obligation under the Support
Undertaking and such failure continues for 60 days after such notice is given,
then the holders of the Class B Preferred Securities will have the right to
appoint one independent member of the Board of Directors (the “Independent
Enforcement Director”). Any Independent Enforcement Director so appointed
will vacate office if, in such Independent Enforcement Director’s sole
determination: (i) Capital Payments (plus Additional Amounts, if any) on the
Class B Preferred Securities have been made on the Class B Preferred
Securities at the Stated Rate in full by the Company for at least two
consecutive Payment Periods (or, in the case of the consecutive Payment
Periods beginning on the Initial Redemption Date, for the Payment Period
beginning on the Initial Redemption Date and the next two succeeding
Payment Periods, and in the case of the consecutive Payment Periods
beginning after the Initial Redemption Date, for four consecutive Payment
Periods), and (ii) the Bank is in compliance with its obligations under the
Support Undertaking.
Form and
Denomination
Clearing and
Settlement
The Trust Preferred Securities will be initially evidenced by a temporary Global
Certificate in registered form in the name of a nominee for, and shall be
deposited on or about the closing date with, the Bank, and its successors, in
its capacity as Common Depositary (the “Common Depositary”) for Euroclear
and Clearstream. Such temporary Global Certificate (a “Temporary Global
Certificate”) will be exchangeable for a permanent Global Certificate (a
“Permanent Global Certificate” and together with the Temporary Global
Certificate, the “Global Certificates”) not earlier than 40 days after the closing
date upon certification of non-U. S. beneficial ownership. The Trust Preferred
Securities will be issued in denominations of 5 1,000 Liquidation Preference
Amount (or greater integral multiples thereof).
It is expected that the Trust Preferred Securities will be ready for delivery in
book-entry form only through the facilities of the Euroclear and Clearstream
on or about September 19, 2003 (the “Closing Date”) against payment therefor
in immediately available funds. Beneficial interests in the Trust Preferred
Securities will be shown on, and transfers thereof will be effected only
through, records maintained by Euroclear and Clearstream.
Governing Law The LLC Agreement, including the terms of the Class A Preferred Security and
the Class B Preferred Securities, and the Trust Agreement, including the terms
of the Trust Securities, will be governed by Delaware law. The Support
Undertaking will be governed by German law.
Listing Application has been made for listing of the Trust Preferred Securities on the
Luxembourg Stock Exchange.
23

TERMS OF THE INITIAL OBLIGATION
Maturity September 19, 2023 (the “Maturity Date”).
Principal Amount 5 1,000,000,000 (equal to the proceeds from the offer and sale of the Trust
Preferred Securities and the resulting issuance of the Class B Preferred
Securities) (the “Principal Amount”) of an issue of subordinated obligations of
the Bank, subdivided into individual notes, each with a nominal amount of
5 1,000.
Interest Payments Interest will be payable by the Bank in Euro on the Principal Amount (i) from
and including September 19, 2003 until but not including September 19, 2013,
annually in arrears on September 19 of each year, commencing September 19,
2004, and (ii) from and including September 19, 2013, quarterly in arrears on
December 19, March 19, June 19 and September 19 of each year. “Interest
Payment Date” refers to each date on which interest payments are payable in
accordance with the preceding sentence. Interest payments payable on each
Interest Payment Date will be calculated as provided below and will accrue
from and including the immediately preceding Interest Payment Date (or
September 19, 2003 with respect to interest payable on September 19, 2004) to
but excluding the relevant Interest Payment Date (each such period, an
“Interest Period”).
For each Interest Period ending before September 19, 2013, interest will accrue
on each individual note comprising a portion of the Principal Amount at a fixed
rate of 5.33% per annum, calculated on the basis of the actual number of days
elapsed, divided by the actual number of days (365 or 366) in the relevant
Interest Period. For each Interest Period commencing on or after September 19,
2013, interest will accrue on the Principal Amount at a rate per annum equal to
3-month EURIBOR for purposes of the Initial Obligation for such Interest Period
plus 1.99%. 3-month EURIBOR is as defined herein substituting Interest Period
for Payment Period.
If any Interest Payment Date or Obligation Redemption Date that occurs before
September 19, 2013 falls on a day that is not a Business Day, payment of all
amounts otherwise payable on such date will be made on the next succeeding
Business Day, without adjustment, interest or further payment as a result of
such delay in payment. If any Interest Payment Date or Obligation Redemption
Date (as defined herein) that occurs on or after September 19, 2013 falls on a
day that is not a Business Day, such Interest Payment Date or Obligation
Redemption Date shall be postponed to the next succeeding Business Day,
unless it would thereby fall into the next calendar month, in which case such
Interest Payment Date or Obligation Redemption Date shall be the
immediately preceding Business Day.
Ranking With respect to payment of interest and principal and any other amounts upon
liquidation of the Bank, the Initial Obligation (i) will be subordinated to all debt
obligations of the Bank that are not subordinated, (ii) will rank pari passu with
other subordinated debt obligations or other instruments, and (iii) will be
senior to all junior subordinated debt obligations and to preference shares of
the Bank, if any, and the common shares of the Bank.
Redemption The Initial Obligation will not be redeemable prior to September 19, 2013 (the
“Initial Obligation Redemption Date”), except upon the occurrence of (1) a
Regulatory Event, (2) a Tax Event or (3) an Investment Company Act Event with
respect to the Company or in the event of replacement with Substitute
Obligations (as defined herein). Subject to having obtained any required
regulatory approvals, the Bank may cause the redemption of the Initial
Obligation in whole but not in part prior to the Initial Redemption Date, upon:
24

(i) the occurrence of any of the events numbered (1), (2) or (3) above and the
election of the Company to redeem the Class B Preferred Securities and (ii) at
least 30 days’ prior notice, at a redemption price equal to the greater of (A) the
Principal Amount plus accrued and unpaid interest for the then current Interest
Period to but excluding the date of redemption and Additional Interest
Amounts (as defined below), if any and (B) the Make-Whole Amount and
Additional Interest Amounts, if any. The Bank may, at its option, redeem the
Initial Obligation, in whole but not in part, on the Initial Obligation
Redemption Date or on any Interest Payment Date thereafter, upon at least 30
days’ prior notice, subject to having obtained any required regulatory
approvals, at a redemption price equal to the Principal Amount to be
redeemed, plus accrued and unpaid interest thereon for the then current
Interest Period to but excluding the date of redemption, and Additional
Interest Amounts, if any. Exercise of the Bank’s redemption right is conditional
upon replacement of the Principal Amount of the Obligation to be redeemed
by paying in other, at least equivalent own funds (haftendes Eigenkapital)
within the meaning of the German Banking Act (Kreditwesengesetz) (the
“KWG”), or prior approval of the BaFin or any successor authority of such
redemption.
Except as set forth under “Substitution” below, the Initial Obligation may not
be redeemed for any reason unless the Company has the right to, and has
given notice that it will, redeem the Class B Preferred Securities.
Substitution At any time, the Bank will have the right to (i) substitute another obligor on the
Initial Obligation, which obligor will be the Bank or a Qualified Subsidiary (as
defined herein), or (ii) replace the Obligations with Substitute Obligations;
provided, in each case, that (a) such substitution or replacement does not
result in a Company Special Redemption Event and (b) the Bank (which may
act through a branch) guarantees on a subordinated basis, at least equal to the
ranking of the Initial Obligation, the obligations of any such majority-owned
subsidiary.
The LLC Agreement provides that after the Maturity Date, if the Class B
Preferred Securities have not been redeemed, the Company will invest in debt
obligations of the Bank or one or more majority-owned subsidiaries of the
Bank, unconditionally guaranteed by the Bank (which may act through a
branch) on a subordinated basis at least equal to the ranking of the Initial
Obligation or, in the event such an investment is not available, in U. S.
Treasury securities (together, “Permitted Investments”); provided, in each
case, that such investment does not result in a Company Special Redemption
Event.
Governing Law The Initial Obligation will be governed by German law.
25

INVESTMENT CONSIDERATIONS
An investment in the Trust Preferred Securities involves certain risks. An investor should carefully
consider the following discussion, in conjunction with the other information contained in this
Offering Circular, before deciding whether an investment in the Trust Preferred Securities is suitable.
Risks Associated with the Financial Condition of the Bank and Its Affiliates
If the financial condition of the Bank or its affiliates were to deteriorate, then it could result in: (i) the
Bank having insufficient Distributable Profits for the Company to declare and pay Capital Payments
on the Class B Preferred Securities at the Stated Rate in full, or (ii) the Company receiving reduced
payments from the Bank under the Initial Obligation or under the Support Undertaking. This could
reduce the amounts received by the Trust in respect of the Class B Preferred Securities, which, in
turn, would reduce the amounts available to the Trust for periodic distributions to holders of the
Trust Preferred Securities. In addition, if a voluntary or involuntary liquidation, dissolution or
winding up of the Bank were to occur, holders of the Trust Preferred Securities may lose all or part of
their investment.
The Company Is Not Required to Make Capital Payments
The declaration of Capital Payments by the Company on the Class B Preferred Securities (and,
accordingly, the payment of Capital Payments on the Trust Preferred Securities by the Trust) is
limited by the terms of the LLC Agreement. Although it is the policy of the Company to distribute the
full amount of Operating Profits for each Payment Period as Capital Payments to the holders of the
Class B Preferred Securities, the Board of Directors has discretion in declaring and making Capital
Payments (except with respect to deemed declarations which are mandatory). In addition, even if the
Bank has sufficient Distributable Profits, the Company will not be permitted to make Capital
Payments on the Class B Preferred Securities on any Payment Date if on such date there is in effect
an order of the BaFin or any other relevant regulatory authority prohibiting the Bank from making any
distributions of profits. To the extent the Company is not permitted to make Capital Payments on the
Class B Preferred Securities on any Payment Date, this will reduce the amounts available to the Trust
to make Capital Payments on the Trust Preferred Securities. See “Description of the Company
Securities – Class B Preferred Securities – Capital Payments” and “Description of the Trust Securities.”
Capital Payments Are Noncumulative
The Capital Payments are discretionary and noncumulative. The LLC Agreement provides that it is
the policy of the Company to distribute all of its Operating Profits; however, even if the Distributable
Profits test has been met by the Bank, holders of the Trust Preferred Securities will have no right to
receive any Capital Payments in respect of such Payment Period unless the Board of Directors
declares (or is deemed to have declared) Capital Payments on the Class B Preferred Securities for
such Payment Period. See “Description of the Company Securities – Class B Preferred Securities –
Capital Payments.”
No Voting Rights; Relationships with the Bank and Its Affiliates; Certain Conflicts of Interest
The Bank will control the Company through its power to elect a majority of the Board of Directors as
holder of the Company Common Security. Generally, the Trust, to the extent that it is the holder of the
Class B Preferred Securities, will have no right to vote to elect members of the Board of Directors. The
only exception is that holders will have the right to elect one independent member to the Board of
Directors, the Independent Enforcement Director, if: (i) the Company fails to make Capital Payments
(and Additional Amounts thereon) on the Class B Preferred Securities at the Stated Rate in full for two
consecutive Payment Periods (or, in the case of the consecutive Payment Periods beginning on the
Initial Redemption Date, for the Payment Period beginning on the Initial Redemption Date and the
next two succeeding Payment Periods, and in the case of any consecutive Payment Periods
26

eginning after the Initial Redemption Date, for four consecutive Payment Periods), or (ii) a holder of
the Class B Preferred Securities has notified the Company that the Bank has failed to perform any
obligation under the Support Undertaking and such failure continues for 60 days after such notice is
given.
The Company expects that the initial (and all future) directors and officers of the Company and
Regular Trustees of the Trust will be officers or employees of the Bank or their affiliates. Under the
Services Agreement, the Bank also will provide certain accounting, legal, tax and other support
services to the Company and the Trust. In addition, the Bank or affiliates of the Bank will act as
Delaware Trustee, Principal Paying Agent, Luxembourg Paying and Transfer Agent, Listing Agent,
Registrar, Calculation Agent, Common Depositary and Quotation Agent. Consequently, conflicts of
interest may arise for those officers or employees of the Bank and its affiliates in the discharge of
their duties as officers or employees of the Company or Regular Trustees of the Trust or any buyers
of such affiliates as such agents.
Special Redemption Risk
Redemption upon Occurrence of a Company Special Redemption Event. The Class B Preferred
Securities (and, consequently, the Trust Preferred Securities) will be redeemable at any time at the
option of the Company, in whole but not in part, upon the occurrence of a Company Special
Redemption Event. A Company Special Redemption Event will arise if, as a result of certain changes
in law, there are changes in the tax status of the Company; Additional Amounts relating to
withholding taxes become applicable to payments on the Class B Preferred Securities, the Trust
Securities or the Obligations; the Bank, as obligor of the Obligations, may not deduct in full interest
payments on the Obligations for German corporate income tax purposes; the Bank is not permitted
to treat the Class B Preferred Securities as Tier I regulatory capital on a consolidated basis; or the
Company will be considered an “investment company” within the meaning of the U. S. Investment
Company Act of 1940, as amended (the “1940 Act”). See “Description of the Trust Securities –
Redemption”.
Liquidation of the Trust upon Occurrence of a Trust Special Redemption Event. If there has occurred a
Tax Event or an Investment Company Act Event (in each case, as defined herein) each solely with
respect to the Trust, then the Trust will be dissolved and liquidated. Upon such dissolution and
liquidation of the Trust, each holder of the Trust Securities would receive as its liquidation
distribution a pro rata amount of the Class B Preferred Securities. Upon such distribution, holders of
the Class B Preferred Securities and their nominees will become subject to Form K-1 and nominee
reporting requirements under the Code. There can be no assurance as to the market price for the
Class B Preferred Securities that would be distributed in exchange for Trust Preferred Securities if a
dissolution and liquidation of the Trust were to occur or that such a market for the Class B Preferred
Securities would ever develop. Accordingly, the Class B Preferred Securities which an investor may
subsequently receive on dissolution and liquidation of the Trust may trade at a discount to the price
of the Trust Preferred Securities for which they were exchanged.
The Support Undertaking Is Not A Guarantee that Capital Payments Will Be Made
The Bank and the Company have entered into the Support Undertaking for the benefit of the
Company and the holders of the Class B Preferred Securities. However, the Support Undertaking
does not represent a guarantee from the Bank that the Company will be authorized to declare and
make a Capital Payment for any Payment Period. Furthermore, the obligations of the Bank under the
Support Undertaking rank junior to all indebtedness of the Bank with the effect that, if the Bank (and
therefor the Company) were liquidated, holders of the Trust Preferred Securities would have the right
to receive any payments on the Liquidation Preference Amount, plus any accrued and unpaid Capital
Payments for the then current Payment Period to but excluding the date of liquidation and Additional
Amounts, if any, pursuant to the Support Undertaking pari passu with amounts payable to the
holders of the most senior preference shares of the Bank. See “Description of the Support
Undertaking.”
27

No Prior Public Market; Resale Restrictions
The Trust Preferred Securities are a new issue of securities. Prior to the Offering, there has been no
public market for the Trust Preferred Securities. The Trust Preferred Securities may trade at a discount
to the price that the investor paid to purchase the Trust Preferred Securities offered by this Offering
Circular. There can be no assurance that an active secondary market for the Trust Preferred Securities
will develop. The liquidity and the market prices for the Trust Preferred Securities can be expected to
vary with changes in market and economic conditions, the financial condition and prospects of the
Bank and Deutsche Bank Group and other factors that generally influence the secondary market
prices of securities. Such fluctuations may significantly affect liquidity and market prices for the Trust
Preferred Securities. The Trust Preferred Securities have not been registered under the Securities Act.
Application has been made to list the Trust Preferred Securities on the Luxembourg Stock Exchange.
Regulatory Restrictions on the Company’s Operations
Because the Company is a subsidiary of the Bank, German bank regulatory authorities could make
determinations in the future with respect to the Bank that could adversely affect the Company’s
ability to make Capital Payments in respect of the Class B Preferred Securities. In addition, United
States federal or state regulatory authorities, as well as German and European Union regulatory
authorities and regulatory authorities in other countries, have regulatory authority over the Bank
and/or the Bank’s subsidiaries. Under certain circumstances, any of such regulatory authorities could
make determinations or take decisions in the future with respect to the Bank and/or any of the Bank’s
subsidiaries or a portion of their respective operations or assets that could adversely affect the ability
of any of them to, among other things, make distributions to their respective securityholders, engage
in transactions with affiliates, purchase or transfer assets, pay their respective obligations or make
any redemption or liquidation payments to their securityholders.
28

DEUTSCHE BANK CAPITAL FUNDING TRUST IV
The Trust is a statutory trust formed under the Trust Act, pursuant to the trust agreement executed by
the Bank, as sponsor and as holder of the Trust Common Security, the Property Trustee and the
Delaware Trustee, and the filing of a certificate of trust with the Secretary of State of the State of
Delaware on September 8, 2003. Such trust agreement dated September 8, 2003, will be amended
and restated in its entirety prior to the issuance of the Trust Preferred Securities to reflect the terms of
the Trust Preferred Securities (as amended and restated on the Closing Date, the “Trust Agreement”).
The Trust Common Security will rank pari passu, and payments thereon will be made pro rata, with
the Trust Preferred Securities, except that in liquidation and in certain circumstances described under
“Description of the Trust Securities – Subordination of the Trust Common Security,” the rights of the
holder of the Trust Common Security to periodic distributions and to payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders of the Trust Preferred
Securities. For a complete description of the share capital of the Trust, see “Description of the Trust
Securities”.
The Trust will use all the proceeds derived from the issuance of the Trust Securities to purchase the
Class B Preferred Securities from the Company, and, accordingly, the assets of the Trust will consist
solely of the Class B Preferred Securities. The Trust exists for the sole purposes of:
– issuing the Trust Securities representing undivided beneficial ownership interests in the assets of
the Trust;
– investing the proceeds from the issuance of the Trust Securities in the Class B Preferred Securities;
and
– engaging in those other activities necessary or incidental thereto.
Pursuant to the Trust Agreement, there will initially be four trustees (the “Trustees”) of the Trust. Two
of the Trustees will be individuals who are employees or officers of, or who are affiliated with, the
Bank (the “Regular Trustees”). The third Trustee, the Property Trustee, will be a financial institution
that is unaffiliated with the Bank. The fourth Trustee will be the “Delaware Trustee”. Initially, The Bank
of New York will act as Property Trustee, and Deutsche Bank Trust Company Delaware, a Delaware
corporation, will act as Delaware Trustee, until, in each case, removed or replaced by the holder of
the Trust Common Security.
The Property Trustee will hold title to the Class B Preferred Securities for the benefit of the holders or
beneficial holders of the Trust Securities, and the Property Trustee will have the power to exercise all
rights, powers and privileges with respect to the Class B Preferred Securities under the LLC
Agreement. In addition, the Property Trustee will maintain exclusive control of the Property Account
to hold all payments made in respect of the Class B Preferred Securities for the benefit of the holders
of the Trust Securities. Funds in the Property Account will remain uninvested until disbursed
pursuant to the terms of the Trust Agreement. The Bank, as the holder of the Trust Common Security,
will have the right to appoint, remove or replace any of the Trustees and to increase or decrease the
number of Trustees, provided that at least one Trustee will be the Delaware Trustee, at least one
Trustee will be the Property Trustee and at least one Trustee will be a Regular Trustee.
For so long as the Trust Preferred Securities remain outstanding, the Bank will covenant (i) that the
Trust Common Security will be held by the Bank or by any one or more subsidiaries of the Bank, (ii) to
cause the Trust to remain a statutory trust and not to voluntarily dissolve, wind up, liquidate or be
terminated, except as permitted by the Trust Agreement and (iii) to use its commercially reasonable
efforts to ensure that the Trust will not be classified as other than a grantor trust for United States
federal income tax purposes.
The rights of the holders of the Trust Preferred Securities, including economic rights, rights to
information and voting rights, are as set forth in the Trust Agreement and the Trust Act. See
“Description of the Trust Securities”.
Under the services agreement dated the Closing Date among the Trust, the Company and the Bank
(the “Services Agreement”), the Bank will be obligated, among other things, to provide legal,
accounting, tax and other general support services to the Trust and the Company, to maintain
29

compliance with all applicable U.S. and German local, state and federal laws, and to provide
administrative, recordkeeping and secretarial services for the Company and the Trust. The fees and
expenses of the Company (to the extent not paid by the Company) and the fees and expenses of the
Trust, including, in each case, any taxes, duties, assessments or governmental charges of whatsoever
nature (other than Withholding Taxes) imposed by Germany, the United States or any other taxing
authority upon the Company or the Trust, and all other obligations of the Company and the Trust
(other than with respect to the Trust Securities or the Company Securities) will be paid by the Bank
pursuant to the Services Agreement. See “Description of the Services Agreement”.
The location of the principal executive office of the Trust is c/o Deutsche Bank Capital Funding LLC IV,
60 Wall Street, New York, New York 10005 and its telephone number is (212) 250-2428.
The location of the offices of the Property Trustee is 101 Barclay Street, Floor 21 West, New York, New
York 10286. The location of the offices of the Delaware Trustee is 1011 Centre Road, Suite 200,
Wilmington, Delaware 19805.
30

CAPITALIZATION OF THE TRUST
The following table sets forth the capitalization of the Trust as of September 17, 2003 and as adjusted
to reflect the consummation of the sale of 1,000,000 Trust Preferred Securities and the use of the net
proceeds therefrom as described under “Use of Proceeds.”
As of September 17, 2003
Actual As Adjusted
(5 in thousands)
Debt
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securityholders’ Interests
Trust Preferred Securities (liquidation preference of 5 1,000 per security);
none issued and outstanding, actual; and 5 1,000,000 securities
authorized, 5 1,000,000 securities issued and outstanding,
0 0
as adjusted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trust Common Security; none issued and outstanding, actual; and
1 Trust Common Security authorized, 1 Trust Common Security
0 1,000,000
issued and outstanding, as adjusted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 1
Total securityholders’ interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 1,000,001
Total capitalization ( 1 ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 1,000,001
( 1 ) Except as disclosed in the above table, there has been no material change in the capitalization of the Trust since its
creation.
31

DEUTSCHE BANK CAPITAL FUNDING LLC IV
The Company is a limited liability company that was formed under the LLC Act on September 4, 2003
and pursuant to an initial limited liability company agreement, dated as of September 4, 2003 (as
subsequently amended and restated on the Closing Date, the “LLC Agreement”) and the filing of a
certificate of formation of the Company with the Secretary of State of the State of Delaware. Pursuant
to the LLC Agreement, the Company will issue two classes of preferred securities representing limited
liability company interests in the Company, the Class A Preferred Security and the Class B Preferred
Securities, and one class of common security representing limited liability company interests in the
Company, the Company Common Security. The Property Trustee will initially hold 100% of the issued
and outstanding Class B Preferred Securities. The Bank will initially hold the issued and outstanding
Company Common Security and the Class A Preferred Security. For a complete description of the
Share Capital of the Company, see “Description of the Company Securities”.
The sole purposes of the Company are:
– to issue the Class A Preferred Security, the Class B Preferred Securities and the Company
Common Security;
– to invest substantially all of the proceeds thereof in the Initial Obligation;
– upon any redemption of the Initial Obligation prior to the Maturity Date, which does not involve a
redemption of the Class B Preferred Securities, to reinvest the proceeds in Substitute Obligations
issued by the Bank or a majority-owned subsidiary that is consolidated with the Bank for German
bank regulatory purposes in replacement for the Initial Obligation, so long as any such
reinvestment does not result in a Company Special Redemption Event;
– in the event of any default on the Obligations, to enforce its rights for payment of any overdue
amounts;
– after the Maturity Date, if the Class B Preferred Securities have not been redeemed, to invest in
Permitted Investments;
– to enter into and, in certain circumstances, to enforce the Support Undertaking for the sole benefit
of the holders of the Class B Preferred Securities; and
– to engage in those other activities necessary or advisable for the carrying out of the foregoing
purposes.
For so long as the Class B Preferred Securities remain outstanding, the LLC Agreement provides that:
(i) the Company will remain a limited liability company and, to the fullest extent permitted by law, will
not voluntarily or involuntarily liquidate, dissolve, wind up or be terminated, except as permitted by
the LLC Agreement; (ii) the Bank and the Company will use their commercially reasonable efforts to
ensure that the Company will not be an association or a publicly traded partnership taxable as a
corporation for United States federal income tax purposes; (iii) the Bank undertakes that the Bank or
one or more other Qualified Subsidiaries (as defined herein) of the Bank will maintain sole ownership
of the Company Common Security and the Class A Preferred Security, and the Bank or a Qualified
Subsidiary may transfer the Company Common Security or the Class A Preferred Security only to the
Bank or other Qualified Subsidiaries, provided that prior to such transfer it has received an opinion of
a nationally recognized law firm experienced in such matters to the effect that: (A) the Company will
continue to be treated as a partnership, and not as an association or publicly traded partnership
taxable as a corporation, for United States federal income tax purposes, (B) such transfer will not
cause the Company to be required to register under the 1940 Act, and (C) such transfer will not
adversely affect the limited liability of the holders of the Class B Preferred Securities.
“Qualified Subsidiary” means a subsidiary that is consolidated with the Bank for German bank
regulatory purposes of which more than fifty percent (50%) of the outstanding voting stock or other
equity interest entitled ordinarily to vote in the election of the directors or other governing body
(however designated) and of which more than fifty percent (50%) or the outstanding capital stock or
other equity interest is, at the time, beneficially owned or controlled directly or indirectly by the Bank,
which subsidiary meets the definition of “a company controlled by its parent company” as defined in
Rule 3a-5 under the 1940 Act.
32

The rights of the holders of the Class B Preferred Securities, including economic rights, rights to
information and voting rights, are set forth in the LLC Agreement and the LLC Act. See “Description
of the Company Securities – Class B Preferred Securities”.
The Company’s business and affairs will be conducted by its Board of Directors, which initially will
consist of three members, elected by the Bank as initial holder of the Company Common Security.
However, in the event that:
– the Company fails to pay Capital Payments (including Additional Amounts thereon) on the Class B
Preferred Securities at the Stated Rate in full for two consecutive Payment Periods (or, in the case
of any consecutive Payment Periods beginning on the Initial Redemption Date, for the Payment
Period beginning on the Initial Redemption Date and the next two succeeding Payment Periods,
and in the case of any Payment Periods beginning after the Initial Redemption Date, for four
consecutive Payment Periods); or
– a holder of the Class B Preferred Securities has notified the Company that the Bank has failed to
perform any obligation under the Support Undertaking and such failure continues for 60 days after
such notice is given,
then the holders of the Class B Preferred Securities will have the right to appoint the Independent
Enforcement Director. The Independent Enforcement Director’s term will end if, in such Independent
Enforcement Director’s sole determination Capital Payments (plus Additional Amounts, if any) have
been made on the Class B Preferred Securities at the Stated Rate in full for at least two consecutive
Payment Periods (or, in the case of any consecutive Payment Periods beginning on the Initial
Redemption Date, for the Payment Period beginning on the Initial Redemption Date and the next two
succeeding Payment Periods, and in the case of any Payment Periods beginning after the Initial
Redemption Date, for four consecutive Payment Periods) and the Bank is in compliance with its
obligations under the Support Undertaking.
So long as any Class B Preferred Securities are outstanding, the Company will not, without the
affirmative vote of at least 66 2 3% in aggregate liquidation preference amount of the Class B Preferred
Securities, voting separately as a class (excluding any Class B Preferred Securities held by the Bank or
any of its affiliates), (i) amend, alter, repeal or change any provision of the LLC Agreement (including
the terms of the Class B Preferred Securities) if such amendment, alteration, repeal or change would
materially adversely affect the rights, preferences, powers or privileges of the Class B Preferred
Securities, (ii) agree to modify or amend any provision of, or waive any default in the payment of any
amount under the Obligations in any manner that would materially affect the interests of the holders
of the Class B Preferred Securities or (iii) effect any merger, consolidation, or business combination
involving the Company, or any sale of all or substantially all of the assets of the Company, provided,
that any such merger, consolidation, or business combination involving the Company, or any sale of
all or substantially all of the assets of the Company, also must comply with the requirements set forth
under “Description of the Company Securities – Mergers, Consolidations and Sales”.
The Company will not, without the unanimous consent of all the holders of the Class B Preferred
Securities (excluding any Class B Preferred Securities held by the Bank or any of its affiliates), issue
any additional equity securities of the Company ranking prior to or pari passu with the Class B
Preferred Securities as to periodic distribution rights or rights on liquidation or dissolution of the
Company.
After the Maturity Date, if the Class B Preferred Securities have not been redeemed, the Company will
invest in Permitted Investments. The Company will select for purchase Permitted Investments in the
following order of priority and within each category on terms that are the best available in relation to
providing funds for the payment of Capital Payments, any Additional Amounts and the Redemption
Price of the Class B Preferred Securities:
– first, debt obligations of the Bank or one or more majority-owned subsidiaries of the Bank,
unconditionally guaranteed by the Bank (which may act through any of its subsidiaries) on a
subordinated basis that ranks at least pari passu with the Initial Obligation; or
– second, in the event such an investment is not available, in United States Treasury securities.
33

The Company will also enter into the Services Agreement with the Trust and the Bank or a majority
owned affiliate of the Bank, under which the Bank or a majority owned affiliate of the Bank will be
obligated, among other things, to provide legal, accounting, tax and other general support services
to the Company and the Trust, to maintain compliance with all applicable U. S. and German local,
state and federal laws, and to provide administrative, recordkeeping and secretarial services for the
Company and the Trust. The fees and expenses of the Trust and the Company, including any taxes,
duties, assessments or governmental charges of whatever nature (other than Withholding Taxes)
imposed by Germany, the United States or any other taxing authority upon the Company or the
Trust, and all other obligations of the Company and the Trust (other than with respect to the Trust
Securities or the Company Securities) will be paid by the Bank pursuant to the Services Agreement.
See “Description of the Services Agreement”.
The holders of the Class B Preferred Securities are third-party beneficiaries of the Support
Undertaking between the Bank and the Company. See “Description of the Support Undertaking.”
The initial directors of the Company will be John Cipriani, Richard W. Ferguson, Jean O’Callaghan
and Joseph Rice. The initial officers of the Company will be Richard W. Ferguson as President, John
Cipriani as Vice President and Treasurer, Jean O’Callaghan, Joseph Rice and Jürgen Sklarczyk as Vice
President, Sonja K. Olsen as Secretary, and Sandra L. West and James O. Wilhelm as Assistant
Secretary. The address of all directors and officers of the company is the principal executive office of
the Company. The location of the principal executive offices of the Company is Deutsche Bank Capital
Funding LLC IV, 60 Wall Street, New York, New York 10005, and its telephone number is (212) 250-
2428.
34

CAPITALIZATION OF THE COMPANY
The following table sets forth the capitalization of the Company as of September 17, 2003 and as
adjusted to reflect the consummation of the sale of 1,000,000 Trust Preferred Securities and the use
of the net proceeds therefrom as described under “Use of Proceeds”.
As of September 17, 2003
Actual As Adjusted
(5 in thousands)
Debt
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securityholders’ Equity
Class B Preferred Securities (liquidation preference of 5 1,000
per security); none issued and outstanding, actual; and 5 1,000,000
Class B Preferred Securities authorized, 5 1,000,000 Class B Preferred
0 0
Securities issued and outstanding, as adjusted . . . . . . . . . . . . . . . . . . . .
Class A Preferred Securities; none issued and outstanding, actual;
and 1 Class A Preferred Security authorized, 1 Class A Preferred
0 1,000,000
Security issued and outstanding, as adjusted . . . . . . . . . . . . . . . . . . . . . .
Company Common Security, none issued and outstanding, actual;
and 1 Company Common Security authorized, 1 Company Common
0 1
Security issued and outstanding, as adjusted . . . . . . . . . . . . . . . . . . . . . . 0 1
Total securityholders’ interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 1,000,002
Total capitalization ( 1 ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 1,000,002
( 1 ) Except as disclosed in the above table, there has been no material change in the capitalization of the Company since
its formation on September 4, 2003.
35

USE OF PROCEEDS
All the proceeds from the sale of the Trust Securities (aggregating 5 1,000,001,000, including the Trust
Common Security) will be invested by the Trust in the Class B Preferred Securities. The Company will
use the funds from the sale of the Class B Preferred Securities, together with funds contributed by the
Bank in return for the Class A Preferred Security and the Company Common Security, to make an
investment in the Initial Obligation. The Bank intends to use the proceeds from the sale of the Initial
Obligation for general corporate purposes, and the Bank expects to treat the Class B Preferred
Securities as consolidated Tier 1 regulatory capital. The Bank will pay certain commissions to the
Managers (one of which – the Lead Manager – is an affiliate of the Bank) and reimburse the
Managers for certain expenses in connection with the Offering. Accordingly, the net proceeds to the
Bank net of commission to the Managers can be deemed to be 5 990,000,000.
36

DISTRIBUTABLE PROFITS OF THE BANK
The Company’s authority to declare Capital Payments on the Class B Preferred Securities for any
Payment Period depends, among other things, on the Distributable Profits of the Bank for the
preceding fiscal year. For the definition of Distributable Profits, see “The Offering – Terms of the Trust
Preferred Securities, the Class A Preferred Security and the Class B Preferred Securities – Capital
Payments”. Distributable Profits are determined on the basis of the Bank’s audited unconsolidated
financial statements prepared in accordance with accounting principles generally accepted in the
Federal Republic of Germany as described in the German Commercial Code (Handelsgesetzbuch)
and other applicable German law then in effect. The German Commercial Code differs in certain
respects from U. S. GAAP, in accordance with which the Bank prepares its consolidated financial
statements.
Distributable Profits in respect of any fiscal year includes, in addition to annual profit, transfers made
by the Bank, in its discretion, of amounts carried on its balance sheet as Other Revenue Reserves. In
addition, in determining Distributable Profits for any fiscal year, the amounts shown below as Capital
Reserves and Statutory Revenue Reserves Available to Offset an Annual Loss may be transferred in
the Bank’s discretion to offset any losses, which may be incurred by the Bank.
The following table sets forth, as of the end of the years indicated, certain items derived from the
Bank’s audited unconsolidated balance sheet that relate to the foregoing discussion:
2002 2001
(5 in millions)
2000
Annual profits after allocations to other revenue reserves . . . 808 808 801
Other revenue reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,518 7,745 7,590
Capital reserves and statutory revenue reserves
7,326 8,553 8,391
available to offset an annual loss . . . . . . . . . . . . . . . . . . . . . . . 10,973 10,959 10,639
18,299 19,512 19,030
The Bank paid total dividends on its ordinary shares of 5 808 million, 5 800 million and 5 801 million
in respect of 2002, 2001 and 2000, respectively.
37

THE BANK
History, Incorporation, Registered Office and Objectives
The Bank originated from the reunification of Norddeutsche Bank Aktiengesellschaft, Hamburg,
Rheinisch-Westfälische Bank Aktiengesellschaft, Düsseldorf and Süddeutsche Bank
Aktiengesellschaft, Munich; pursuant to the Law on the Regional Scope of Credit Institutions, these
had been disincorporated in 1952 from the Bank which was founded in 1870. The merger and the
name were entered in the Commercial Register of the District Court Frankfurt am Main on May 2,
1957. The Bank is a banking company with limited liability incorporated under the laws of Germany
under registration number HRB 30 000. The Bank has its registered office at Taunusanlage 12, 60325
Frankfurt am Main, Germany.
The Bank is the parent company of a group consisting of banks, capital market companies, fund
management companies, a property finance company, installment financing companies, research
and consultancy companies and other domestic and foreign companies.
The objects of the Bank, as laid down in its Articles of Association, include the transaction of all kinds
of banking business, the provision of financial and other services and the promotion of international
economic relations. The Bank may realise these objectives itself or through subsidiaries and affiliated
companies. To the extent permitted by law, the Bank is entitled to transact all businesses and to take
all steps which appear likely to promote the objectives of the Bank, in particular: to acquire and
dispose of real estate, to establish branches at home and abroad, to acquire, administer and dispose
of participations in other enterprises, and to conclude enterprise agreements.
The duration of the Bank is unlimited.
Recent Business Developments
In December 2001, the Bank signed agreements with Zurich Financial Services (“Zurich”) to acquire
the greater part of Zurich’s asset management businesses (Scudder, excluding its U. K. operations)
and to sell to Zurich the greater part of its insurance business, most of which was held through
Versicherungsholding der Deutschen Bank AG. These transactions were completed in the second
quarter of 2002.
In the second quarter of 2002, the Bank acquired U. S.-based real estate investment manager RREEF.
RREEF is operated as a business unit within DB Real Estate, the real estate investment management
group of the Bank’s Asset Management Business Division.
In the second quarter of 2002, the Bank sold its Banque Worms branches located outside of Paris. In
the first quarter of 2003 it sold its remaining two Banque Worms’ branches in Paris.
Following the agreement reached in 2001, in the third quarter of 2002 the Bank merged its mortgage
bank subsidiary, EUROHYPO AG Europäische Hypothekenbank der Deutschen Bank, with Deutsche
Hypothekenbank Frankfurt-Hamburg AG and Rheinhyp Rheinische Hypothekenbank AG, which were
the respective mortgage bank subsidiaries of Dresdner Bank Aktiengesellschaft and Commerzbank
Aktiengesellschaft, to form the new EUROHYPO AG. For certain purposes, other than financial
reporting under U. S. GAAP, the merger had retroactive effect from January 1, 2002, even though the
merger of the three entities was completed and entered into the commercial register on August 13,
2002. After the merger, the Bank’s share in the combined entity was 34.6 %, with Commerzbank taking
a 34.4% share and Dresdner Bank taking a 28.7% share (free-float 2.3%). In connection with the
merger, in December 2002, part of the Bank’s London-based real estate investment banking business
was contributed to EUROHYPO AG. On December 31, 2002 the Bank’s share of the combined entity
was 34.6%. Furthermore, in January 2003, part of the Bank’s German commercial real estate
financing activities and Dresdner Bank’s U. S. based real estate investment banking team were
transferred to the combined entity. The three transfers resulted in an increase in the Bank’s share of
EUROHYPO AG to 37.6 %.
38

In the third quarter of 2002, the Bank entered into an agreement with Northern Trust Corporation to
sell most of its Passive Asset Management business. The closing of the sale was completed in the
first quarter of 2003.
In the fourth quarter of 2002, the Bank signed definitive agreements for the sale of substantial parts of
its Global Securities Services business to State Street Corporation. The transaction closed in the first
quarter of 2003.
In the fourth quarter of 2002, the Bank sold its commercial finance business of Deutsche Financial
Services to GE Commercial Finance and its consumer finance business of Deutsche Financial
Services to E*TRADE Bank.
In the fourth quarter of 2002, the Bank signed an agreement with IBM Business Services (“IBM BS”)
pursuant to which the Bank will outsource its German Private Clients and Asset Management
Information Technology/Infrastructure (“IT/I”) data centers, continental European server sites and
DWS Europe computer centers to IBM BS. The contract is for a ten-year period. Under the
agreement, IBM BS provides the Bank with a wide range of technology services. Pursuant to the
agreement, effective February 1, 2003, the Bank transferred its PCAM IT/I business, including the
respective human resources and controlling groups as well as related infrastructure functions, to
IBM BS. Upon this transfer, approximately 900 staff left the company and joined their new employer
IBM BS.
In February 2003, the Bank signed an agreement with Zurich Financial Services to acquire Rüd,
Blass & Cie AG Bankgeschäft, a private Swiss bank.
In November 2002, the Bank entered into exclusive negotiations with the management team of DB
Capital Partners regarding the sale of the Bank’s late-stage private equity portfolio. The sale was
completed in February 2003. The Bank will retain a 20% interest in the portfolio.
In February 2003, the Bank announced the simultaneous sale of two prime City of London real estate
investments. The Bank has entered into agreements with The British Land Company PLC for the sale
of the long leasehold (999 years) of 1 Appold Street and with KanAm grundinvest Fonds for its 55%
interest in Winchester House. The Bank will remain in occupancy of these properties for a minimum
of 15 years.
In April 2003, the Bank signed a sale and purchase agreement for the acquisition of Tele Columbus
Group, the leading Level 4 cable service provider in Germany, by BC Partners Ltd. The sale was
completed in July 2003.
In May 2003, the Bank signed contracts to relinquish its 34.6 % minority stake in Gerling-Konzern
Versicherungs-Beteiligungs-AG (GKB) and to restructure simultaneously alongside with Swiss Re,
Sal. Oppenheim and GKB the ownership of Gerling NCM Credit and Finance AG. The transaction
closed in August 2003.
In August 2003, the Bank announced that it has entered into an agreement to sell a portfolio of private
equity fund investments to Credit Suisse Strategic Partners. Closing of the transaction is expected to
be completed in the fourth quarter 2003. Separately, the Bank announced the closing of a private
equity fund securitization in late July 2003.
For further information on these recent transactions, see “– Group Divisions”.
Except as described above, the Bank has made no material capital expenditures or divestitures since
January 1, 2000.
Since January 1, 2002, there have been no public takeover offers by third parties with respect to the
Bank’s shares and the Bank has made no public takeover offers in respect of other companies’ shares.
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Business Overview
In the overview of the business the following information are provided:
• an introduction to the Bank and its activities;
• a description of the Bank’s business and management structure; and
• a discussion of the Bank’s group divisions.
Introduction
The Bank is one of the largest groups of financial and banking institutions in Germany, Europe and
the world, as measured by total assets of 5 851 billion on June 30, 2003. The Bank offers a wide
variety of investment, financial and related products and services to consumer and corporate clients
worldwide through the Corporate and Investment Bank Group Division, Private Clients and Asset
Management Group Division and the Corporate Investments Group Division (“CI”).
The Bank had 69,308 employees worldwide on June 30, 2003 on a full-time equivalent basis. As of
December 31, 2002, the Bank operated in 76 countries out of 1,711 facilities around the world, of
which 55% were in Germany.
At June 30, 2003, the Bank had the following group divisions:
• The Corporate and Investment Bank Group Division is composed of the two corporate divisions:
• Corporate Banking & Securities
• Global Transaction Banking
• The Private Clients and Asset Management Group Division, is composed of the two corporate
divisions:
• Asset and Wealth Management
• Private & Business Clients
• The Corporate Investments Group Division
In addition to the three group divisions, the Bank has a Corporate Center to house those functions
that support the cross-divisional management in its organization. Also, the Bank had a service
function called DB Services that provided corporate services, information technology, consulting and
transaction services to its entire organization. As of January 1, 2003, the service functions formerly
called DB Services were moved into the group divisions and the Corporate Center. The goal of this
realignment was to incorporate the business-related activities directly to the relevant business areas.
The activities of the group divisions and the Corporate Center are described below under “– Business
and Management Structure.”
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Business and Management Structure, Board of Managing Directors and Supervisory Board
The Bank’s organization comprises three group divisions plus the Corporate Center.
The organizational structure combines the businesses into two client-focused group divisions. These
are:
• CIB
• PCAM
CIB has its headquarters in London, England and Frankfurt, Germany. PCAM is headquartered in
Frankfurt, Germany.
CIB combines corporate banking and securities activities (including sales, trading and corporate
finance services) with the transaction banking activities, while PCAM combines asset management,
private wealth management and retail banking activities. Each of these two client-focused group
divisions has its own infrastructure group, which includes among other things information
technology services operations.
CIB serves primarily corporate and institutional clients, ranging from small- and medium-sized
enterprises to multinational corporations. PCAM primarily serves retail, small corporate customers
as well as affluent clients and provides asset management services to retail and institutional clients.
In addition to the two client-focused group divisions mentioned above, the Bank’s principal
investment activities are included in CI. Corporate Center provides overall strategic planning,
liquidity and capital management, risk management and control.
On January 31, 2002, a new management structure was announced. Under the new structure, the
number of members on the Bank’s Board of Managing Directors was reduced from eight to five and
further to four in May 2002. The Board of Managing Directors focuses on strategic management,
resource allocation, risk management and control. Additionally the Board of Managing Directors has
installed a Group Executive Committee, the divisional committees that assist in the management of
the business and the functional committees that assist in cross-divisional management.
The Group Executive Committee is comprised of all current members of the Board of Managing
Directors, along with the Global Business Heads of the Group Divisions.
In accordance with German law, the Bank has both a Supervisory Board (Aufsichtsrat) and a Board of
Managing Directors (Vorstand). These Boards are separate; no individual may be a member of both.
The Supervisory Board appoints the members of the Board of Managing Directors and supervises the
activities of this Board. The Board of Managing Directors represents the Bank and is responsible for
its management.
The Board of Managing Directors (Vorstand) consists of
Dr. Josef Ackermann Spokesman of the Board of Managing Directors
Dr. Clemens Börsig
Dr. Tessen von Heydebreck
Hermann-Josef Lamberti
The Supervisory Board (Aufsichtsrat) consists of the following 20 members:
Dr. Rolf-E. Breuer Chairman
Frankfurt am Main
Heidrun Förster* Deputy Chairperson
Deutsche Bank Privat- und Geschäftskunden AG
Berlin
Dr. rer-oec. Karl-Hermann Baumann Chairman of the Supervisory Board of Siemens
Aktiengesellschaft
Munich
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Dr. Ulrich Cartellieri Frankfurt am Main
Klaus Funk* Deutsche Bank Privat- und Geschäftskunden AG
Frankfurt am Main
Ulrich Hartmann Chairman of the Supervisory Board of E.ON AG
Düsseldorf
Sabine Horn* Deutsche Bank AG
Frankfurt am Main
Rolf Hunck* Deutsche Bank AG
Hamburg
Sir Peter Job London
Prof. Dr. Henning Kagermann CEO and Chairman of the Board of Management of SAP AG
Walldorf/Baden
Ulrich Kaufmann* Deutsche Bank AG
Düsseldorf
Henriette Mark* Deutsche Bank AG
Munich
Margret Mönig-Raane* Member of the Federal Executive Board and
Vice President of the Unified Services Union
Hamburg
Dr. Michael Otto Chairman of the Board of Management of Otto
(GmbH & Co. KG) and Otto Aktiengesellschaft für
Beteiligungen
Hamburg
Gabriele Platscher* Deutsche Bank Privat- und Geschäftskunden AG
Braunschweig
Karin Ruck* Deutsche Bank AG
Bad Soden im Taunus
Tilman Todenhöfer Deputy Chairman of the Board of Management of
Robert Bosch GmbH
Stuttgart
Dipl.-Ing. Dr.-Ing. E.h. Jürgen Weber Chairman of the Supervisory Board of
Deutsche Lufthansa AG
Hamburg
Dipl.-lng. Albrecht Woeste Chairman of the Supervisory Board and the Shareholders’
Committee of Henkel KGaA
Düsseldorf
Leo Wunderlich* Deutsche Bank AG
Mannheim
* elected by the staff in Germany
The members of the Board of Managing Directors accept membership on the Supervisory Boards of
other corporations within the limits prescribed by law.
The business address of each member of the Board of Managing Directors of the Bank is
Taunusanlage 12, 60262 Frankfurt am Main, Germany.
Capital and Balance Sheet Management
With regard to management of capital resources, the Bank has defined three main priorities in order
to improve its profitability ratios (e.g., return on equity or earnings per share): first, streamlining the
balance sheet through a selective reduction of risk-weighted assets, second, addressing asset quality
through provisioning for problem assets, and third, returning excess capital to its shareholders
through a share repurchase program.
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• The Bank’s aim is to release those risk-weighted assets on which the Bank believes its returns to
be sub-optimal. Compared to year-end 2001 levels, the Bank has reduced risk-weighted assets by
22% at year-end 2002. This was primarily achieved through the reduction of the loan book and the
de-consolidation of EUROHYPO and DFS. Furthermore, the appreciation of the Euro, particularly
against the U. S. dollar, also contributed to this reduction. Asset quality was also addressed by
provisioning for problem assets. The Bank will continue to pursue the reduction of low-return
assets through a further decrease in lending volumes and adjustment of the way loans are priced.
As a result, risk-weighted assets further declined by end of June 2003.
• The significant reduction in risk-weighted assets has further strengthened the Bank’s capital ratios
resulting in a BIS Tier 1 ratio of 10.0% at June 30, 2003. The change in accounting principles
according to SFAS 150 will affect the accounting for outstanding contracts to purchase forward
Deutsche Bank common shares. This will result in a charge to shareholders’ equity of 5 2.9 billion
in the third quarter of 2003. The Bank believes that it is prudent to aim at a Tier 1 target range of 8
to 9%, which might even be exceeded during difficult market conditions.
• As of December 31, 2002, a share buy-back program had resulted in the repurchase of 38.1 million
shares, of which 4.3 million shares were bought through forward contracts settling in the first half
of 2003. This represents 61% of the total amount authorized by shareholders at the Annual
General Shareholders’ Meeting in May 2002. The program has been supported by the sale of
industrial holdings, reductions in risk-weighted assets and low share prices. However, the Bank’s
overriding objective is to maintain a strong regulatory and economic capitalization.
The Bank announced the completion of its share buyback program, first announced in June 2002.
From July 1, 2002 to April 15, 2003, a total of 62,146,423 shares were repurchased at an average
price of 5 48.32 per share.
The Board of Managing Directors of the Bank resolved to cancel 40,000,000 shares. The share
capital now consists of 581,854,246 shares. The remaining shares from the buyback program
were used in connection with the Bank’s equity-based staff compensation program.
The Board of Managing Directors has been authorized at the General Meeting on June 10, 2003 to
repurchase again up to 10% of the share capital. On September 4, 2003, the Bank announced the
launch of a new share buy-back program of up to 58 million shares by 2004. The program will be
funded from current earnings and by further reducing risk-weighted assets. All transactions within
the scope of this buy-back program will be managed in such a way that the Bank’s BIS Tier 1
capital ratio remains at the upper end of the communicated target band of 8 – 9%.
Share Capital
As of 30 June 2003, the issued share capital of the Bank Aktiengesellschaft amounted to
Euro 1,489,546,869.76 consisting of 581,854,246 ordinary shares of no par value. The shares are fully
paid up and in registered form. The shares are listed for trading and official quotation on all the
German Stock Exchanges. They are also listed on the Stock Exchanges in Amsterdam, Brussels,
London, Luxembourg, New York, Paris, Tokyo, Vienna and Zurich. As of December 31, 2002, the Bank
also had authorized but unissued share capital of 5 685,822, 907.
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For details on the capitalization and indebtedness of the Deutsche Bank Group as of June 30, 2003
and as adjusted to reflect the Offering, see “ – Capitalization of Deutsche Bank Group.“ There has
been no material change in the capitalization of the Deutsche Bank Group since June 30, 2003. The
implementation of SFAS 150, as indicated above, will result in a charge to shareholders’ equity of
5 2.9 billion and a corresponding increase in liabilities (obligation to purchase common shares) in
the third quarter of 2003.
Group Divisions
Group division is a term used to describe the three highest-level divisions of the Bank, which are CIB,
PCAM and CI. Each of CIB and PCAM are divided into several corporate divisions, each of which may
have several business divisions. The CI Group Division has several business divisions and does not
use the intermediate corporate division designation.
In the following discussion, the three group divisions and the Corporate Center are described as they
existed on June 30, 2003.
Corporate and Investment Bank Group Division
The Corporate and Investment Bank Group Division primarily serves global corporations, financial
institutions and sovereign and multinational organizations. It also serves medium-sized corporate
customers throughout Europe and public sector entities throughout Europe.
At June 30, 2003, this group division included two corporate divisions, each of which has the
following business divisions:
• Corporate Banking & Securities Corporate Division
• Global Markets
• Global Equities
• Global Corporate Finance
• Global Relationship Management Germany
• Global Banking Division
• Global Transaction Banking Corporate Division
• Global Securities Services
• Global Cash Management
• Global Trade Finance
The operations housed in the Corporate and Investment Bank Group Division are predominantly in
the world’s primary financial centers, including New York, London, Frankfurt am Main, Tokyo,
Singapore and Hong Kong.
Within the business divisions Global Markets and Global Equities, in addition to providing products
and services to customers, the Bank conducts an element of proprietary trading, or trading on its own
account. Most of such trading activity is ancillary to customer transactions. Designated proprietary
trading activity includes activities such as foreign exchange, fixed income, index arbitrage,
convertible arbitrage, credit arbitrage, equity arbitrage and risk arbitrage. In index arbitrage,
differences between the prices of exchange-traded derivatives (such as futures contracts on an
equity index) and the underlying prices on the stock exchange of the individual stocks in the index
are identified. In convertible arbitrage, volatility-related pricing differences between the market for
convertible debt instruments and the cash and derivatives markets are identified. In credit and equity
arbitrage, statistics-driven trading strategies based on short-term market movements and indicators
to manage trading book so that the market value of the Bank’s long positions remains roughly equal
to the market value of short positions. Risk arbitrage, which is generally related to mergers and
44

acquisitions, involves, for example, transactions such as buying a target company’s shares at the
same time as selling the bidding company’s shares.
Within Global Corporate Finance Business Division, clients are offered not only corporate finance and
equity origination products, but also a variety of credit products and financial services. In addition, a
variety of financial services is provided to the public sector.
Global Relationship Management Germany (“GRMG”) is the business division which includes all
relationship management functions related to multi-national and medium-sized companies,
domiciled in Germany. GRMG also provides varied financial services to public sector customers.
These customers include German federal states (Länder) and regional and local authorities in
addition to public enterprises and institutions. GRMG has the product responsibility for lending
products such as loans and structured finance as well as time deposits. Special financing solutions
are provided by the Bank’s subsidiaries Deutsche Immobilien Leasing GmbH and
Schiffshypothekenbank zu Lübeck AG.
In February 2003, part of corporate and institutional client coverage was separated from the Global
Corporate Finance (“GCF”) Business Division. This constitutes the business division called Global
Banking Division (“GBD”).
In February 2003, the Bank started to create a new business division called Loan Exposure
Management Group (“LEMG”). This unit will assist the management of new loan exposure,
excluding those of medium-sized German companies, through the implementation of a hedging
regime.
Global Transaction Banking Corporate Division, as described later, is primarily engaged in the
gathering, moving, safeguarding and controlling of assets for the Bank’s clients throughout the
world.
Corporate and Investment Bank Group Division operates research departments which examine
companies, industry sectors, geographic markets and economic trends and analyze the effects of
these trends on market transactions.
Corporate Banking & Securities Corporate Division
Corporate Division Overview
Corporate Banking & Securities incorporates sales, trading and corporate finance activities. Sales and
trading comprises global sales and trading businesses in the fixed income, foreign exchange,
commodities, credit, derivatives and equities markets. Corporate finance combines German and
international corporate finance, mergers and acquisitions, equity capital markets, corporate banking
and real estate activities for large, medium-sized and institutional clients.
Products and Services
The following is a description of the products and services offered by Corporate Banking & Securities
Corporate Division.
Sales and Trading (Debt and Other Products). The sales and trading (debt and other products)
revenues category includes the following primary products and services:
• Interest Rate and Credit Derivatives. These include interest rate- related swaps, options and
forwards, as well as credit-related derivatives. Credit-related derivatives are products offering
customers the ability to hedge and/or change their credit exposure to assets or liabilities of a third
party.
When entering into derivative transactions, the Bank generally also acquires positions in other
securities or derivatives to manage the risk.
45

• Foreign Exchange. This includes market-making and trading transactions in the spot, forward and
options markets. These transactions are executed in currencies of the world’s major industrialized
countries, as well as in many other currencies. The transactions include spot, forward and option
positions taken on as hedges to help manage our risk exposure.
• Fixed Income. This includes government agency trading and secondary trading. Transactions are
executed for customers and also for the Bank’s own account. The Bank makes markets in German
and other sovereign countries’ government and agency securities, whole loans and mortgagerelated
and other asset-backed securities. In corporate debt the Bank makes markets and trades
as principal in investment grade and non-investment grade markets, executes hedge transactions
through the interest rate and credit derivatives markets. This area works closely with the teams
responsible for the origination (debt) activities detailed below.
• Emerging Markets. The Bank enters into various transactions for clients, predominantly centered
on fixed income securities and structures. The key geographic markets in which the Bank deals are
Russia, Brazil, Chile and Turkey. Past and current events have shown that these markets are
volatile and that liquidity can become a significant constraint.
• Money Market and Repurchase Agreements. This area includes the activities in various short-term
monetary activities of the world’s key financial markets. This includes both the inter-corporate and
the inter-bank markets. The products in this area include loans and deposits, repurchase and
reverse repurchase agreements, commercial paper (primary and secondary) and government
bills. Repurchase and reverse repurchase agreements provide financing to the customers of the
Corporate Banking & Securities Corporate Division as well as on behalf of the Bank’s other
corporate divisions.
• Commodities. These include trading activities with clients or for the Bank’s own account in
precious metals, electricity, oil and natural gas energy markets and in weather derivatives.
In addition to the products described above, the Bank also enters into various forms of structured and
securitization trades, most often in response to a particular client’s needs. These often combine many
of the above products.
Sales and Trading (Equity). The primary products and services offered in the sales and trading
(equity) category are the following:
• Cash Equity. In this product area, the Bank engages in the trading and sale of equity securities in
all major markets and in a number of emerging markets. This includes equity issues which the
Bank structures and underwrites, as well as secondary market trading.
Cash equities is customer driven. The Bank’s role is to provide two-way markets, enabling the
customer to buy and sell securities from the Bank and to the Bank. The Bank may act in the role of
agent for these trades, with a third party assuming the other side of the trade, or in the role of
principal, where the Bank assumes the other side of the trade and hence takes the position onto
its own books. As a result, the Bank may hold both long and short positions which it may hedge or
close over time.
• Equity Derivatives. This product area includes the trading and sale of convertible bonds (in both
primary and secondary markets) and listed futures and options on equity securities. The activity in
this area is customer driven, enabling customers to buy and sell the products. The Bank acts in the
role of agent or principal to the trades. Equity derivatives also includes program trading (the
purchase and/or sale of large portfolios of securities on behalf of clients) as well as the structuring
of client-specific derivative products. When the Bank structures client-specific derivative products,
its role ranges from advising to execution and hedging on behalf of the client. This may result in
the Bank taking positions onto its own books.
A number of proprietary business lines are within the equity derivatives area. In these lines, the
Bank uses combinations of financial instruments in order to exploit market opportunities. An
example of these business lines is index arbitrage in which the Bank attempts to exploit pricing
differences between the cash (equities) market and the derivatives (equity index futures) market.
• Global Equity Prime Services. In this product area, the Bank enters into structured equity
financing, stock borrowing and lending, and prime brokerage services. Structured equity
financing makes use of derivative structures, such as equity swaps (in which the parties agree to
46

exchange the return on one or more equity securities for a predetermined fixed or variable interest
rate), to facilitate customer flow business, provide liquidity and manage balance sheets. The Bank
undertakes stock borrowing and lending to provide financing of clients’ and its own positions.
Through prime brokerage services, the Bank provides funds through financing, stock lending,
clearance and reporting services to customers.
Research. The Bank’s research department in this corporate division provides comment and analysis
on the bond, equity, foreign exchange and derivatives markets, as well as on the global
macroeconomic environment for the Bank’s corporate and institutional clients.
Loan Products. The main products and services within this revenue category are operational and
strategic lending and global asset finance and leasing. The Bank participates in the syndicated loan
market, either as lead or as part of a third party’s syndicate. As a result of leading a syndication, the
Bank typically sells down most of its position to its clients and retains a portion of the loan as part of
its loan portfolio. As a result of participating in a third party’s syndicate, the Bank typically acquires a
small portion of the loan to hold as part of its loan portfolio.
• Operational and Strategic Lending. Operational lending relates to the working capital needs, both
loans and deposits, of the operating subsidiaries of the Bank’s client companies. Strategic lending
involves the companies’ borrowing requirements arising from mergers, acquisitions or corporate
restructuring. The Bank offers short, medium and long-term loan products. The Bank fulfills its
clients’ short- term needs (generally up to one year) either with working capital credit lines or by
cash advances on a roll-over financing basis. Roll-over financing is a method by which the Bank
provides medium to long-term credit with an interest rate linked to an external rate. Short-term
lending activities also include loan substitution through bills of exchange.
• Amortization, Annuity and Term Loans. For clients’ medium and long-term financing needs, the
Bank offers amortization and annuity loans as well as term loans. Amortization and annuity loans
provide for the payment of a debt through a predetermined number of periodic payments of equal
amount, each consisting of a portion of the remaining principal plus interest on the balance. Term
loans are loans where the debtor does not repay the principal until the loan is due. The Bank
arranges syndicated loans and enters into syndications on an assignment or participation basis.
The Bank offers its floating rate products with optional interest cap and forward rate agreements.
It also offers standard fixed rate products.
• Deposit Products. Deposit products include sight products, which can be withdrawn anytime
without notice restrictions, and term deposits, which have restrictions on withdrawal, such as
notice periods.
• Global Asset Finance and Leasing. In this area, the Bank arranges leveraged leases in Germany,
the United Kingdom, the United States and Japan by offering cross-border and domestic leasing
products, predominantly within the transport sector. The Bank provides or arranges financing for
clients who require leasing structures to finance their capital expenditures.
Origination (Debt). In this revenue category, the Bank provides issuers with customized solutions for
their financing needs by utilizing public and private debt issuances. Debt issuances can also be
integrated with derivative transactions. The Bank also originates commercial mortgage loans on a
global basis for inclusion in securitization transactions as a service to its clients.
Origination (Equity). In this revenue category, equity specialists help clients to raise financing for
expansion, acquisitions and restructuring. Customers raise financing through the primary and
secondary equity capital markets, with access to a complete range of equity products and equitylinked
debt. The Bank provides both advisory and structuring services, as well as distribution,
through its sales force.
Advisory. This revenue category includes primarily advice on strategic matters, including mergers
and acquisitions, divestitures, spin-offs, restructuring, capital structuring and leveraged buyouts.
Other. This revenue category includes activities not included in the above categories, including the
Bank’s internal interest charges on un-amortized goodwill and realized gains/losses on certain
business disposals.
47

Global Transaction Banking Corporate Division
Corporate Division Overview
Global Transaction Banking is primarily engaged in the gathering, moving, safeguarding and
controlling of assets for its clients throughout the world. Global Transaction Banking provides
processing, fiduciary and trust services to corporations, financial institutions and governments and
their agencies. These services are domestic custody, corporate trust and agency services, clearing,
balance sheet and cash management services, trade and payment services, structured export
finance and international trade finance.
Global Transaction Banking generates primarily transaction services revenue.
In January 2003 the Bank sold substantial parts of its Global Securities Services business to State
Street Corporation. The business units included in the sale were Global Custody, Global Funds
Services (including Depotbank services), Agency Securities Lending, Global Performance
Measurement and Benefit Payments businesses. In addition, Domestic Custody and Securities
Clearing in the U. S. and the United Kingdom were included. Under the terms of the transaction,
which closed on January 31, 2003, the Bank will receive cash payments over a one-year period,
elements of which are variable depending on certain performance criteria relating to the business
units being sold.
Products and Services
In this corporate division, revenues derive from transaction services. Transaction services products
and services are primarily the following:
• Domestic Custody Services. In this product area, the core custodial services include settlements,
safekeeping, clearing services, master custody, foreign exchange services and cash, network
management and tri-party and collateral management. The primary customers for these products
are financial institutions.
• Corporate Trust and Agency Services. In this product area, the Bank provides trust and payment
services for bonds, commercial paper and medium-term note programs. The Bank provides
services for asset-backed and mortgage-backed securities, commercial paper conduits and
collateral debt obligations. The Bank services American depositary receipts, global shares and
German registered shares. It also administers escrows, syndicated loans and project financings.
Additionally, the Bank coordinates debt exchanges and debt restructurings. The Bank also
performs custodial services related to the controlling of collateral documents and cash
movements as it pertains to the buying and selling of mortgage loans before being securitized.
• U. S. Dollar and Euro Clearing Services. The Bank facilitates payments via many of the major
clearing systems, including CHIPS (Clearing House Interbank Payment System), Fedwire, TARGET
(the clearing system of the European Central Bank), and other clearing systems. The Bank also
performs check processing, cash letter and collection items and settlement transactions outsourced
by other banks.
• Multi-currency Clearing Services. Utilizing its branch network, the Bank provides its institutional
clients with the means to settle their payments in a number of European and Asian currencies.
• Balance Sheet Management and Overnight Investments. The Bank supplements its core payment
processing services with a number of liquidity management products including overnight sweep
facilities, in which the Bank places customer funds in interest-bearing accounts overnight and in
short-term investment instruments.
• The Trade and Payment Services area provides primarily cross-border payments, letters of credit,
guarantees and short-term trade financing in support of their trade finance activities. The Bank’s
foreign exchange and hedging products permit clients to buy and sell currencies, as well as
currency-, interest- and commodity-related hedging products. Additionally, the Bank offers a
global trade management business, which enables clients to outsource trade-related activities.
The Bank has also established a risk management services business in Europe to offer advice on
managing risk in trade activities.
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• The Structured Export Finance group structures, arranges and finances cross-border transactions.
The Bank provides medium and long-term financing solutions for the export of capital goods. The
Bank lends to exporters against collateral that is provided by government-owned export credit
agencies. The Bank supports global exporters and producers of commodities by supplying
competitive finance options for buyer’s credit to help mitigate inherent risk. It works closely with
these export credit agencies to help exporters reduce their country and commercial risks.
• The International Trade Finance group purchases trade finance instruments from its clients
without recourse to them and provides a distribution channel for these trade finance products in
the secondary market. With this financing, the Bank is helping its clients to reduce their crossborder
risk. The Bank also provides liquidity for exporters and importers.
Private Clients and Asset Management Group Division
The Private Clients and Asset Management Group Division primarily serves retail as well as affluent
clients and small corporate customers, and provides asset management services to retail and
institutional clients.
At June 30, 2003, this group division included the following corporate divisions:
• Asset and Wealth Management
• Private & Business Clients
Asset and Wealth Management Corporate Division
Corporate Division Overview
Asset and Wealth Management is comprised of the former Asset Management Corporate Division
and the Private Wealth Management business. Private Wealth Management incorporates the private
banking activities not covered by the Private & Business Clients Corporate Division, and the Private
Client Services business, which was transferred from the Corporate Banking & Securities Corporate
Division. In May 2003, the Bank also transferred the management of its funds business from the
Corporate Investments Group Division to the Asset Management Business Division.
Within the Asset Management Business Division, the Bank operates its global asset management
businesses and serve a range of retail and institutional clients, including private individuals,
insurance companies, pension funds, corporations, governments and charities. Within the Private
Wealth Management business the Bank continues to serve Private Banking clients classified as ultra
high net worth individuals. In addition, the Bank targets “corporate executives,” individuals whom
the Bank views as having enhanced potential for future wealth. Corporate executives include various
types of professionals, such as lawyers and consultants.
Products and Services
Within the Asset Management Business Division, the Bank offers the following products and
services:
• Retail Asset Management. Retail asset management business markets a range of investment
products through mutual funds. These include equity and fixed income products that are both
global, regional, country or industry-specific and are sold primarily to retail investors either
directly or through financial intermediaries.
Among the Bank’s most popular retail products are sector funds and funds of funds.
• Institutional Asset Management. The institutional business consists of active and passive fund
management. The majority of the Bank’s passive business was sold as part of the transaction with
Northern Trust Corporation. Fees associated with this business represented less than 2% of the
total Asset Management revenues in 2002.
49

• Active Fund Management. The Bank divides its active management for institutional funds into
equity and fixed income products. The Bank’s fund managers invest in equity and fixed income
products that are global, regional, country or industry-specific.
• Passive/Quantitative Fund Management. The Bank has entered into a Preferred Provider
Agreement with Northern Trust Corporation to ensure that the Bank can still continue to market to
its customers a full suite of products, including those of a passive nature. The Bank will remain
linked to the passive business within the German Passive Asset Management business, which
was not part of the sale, and specialized passive products that the Bank has chosen strategically
to continue investment management services.
• Real Estate Funds. DB Real Estate is one of the largest real estate investment managers globally
(source: Pensions & Investments, the International Newspaper of Money Management), with
more than 1,500 real estate professionals in 15 offices around the world. The Bank acquires and
manages investments in commercial and residential properties and real estate securities on
behalf of its institutional and private clients worldwide. The Bank’s regional businesses have
significant local market presence in North America, Australia, Asia Pacific and Europe. The Bank
specializes in managing core, value-enhancing and high-yield property investments as well as
investments in publicly traded real estate securities. The Bank offers several types of structures
through which its clients may invest, including commingled funds, both closed and open-end, as
well as investment programs that can be customized to meet an individual client’s specific needs.
• Real Estate Private Equity. The Bank conducts its real estate principal investments through the
Real Estate Opportunities Group. It invests in real estate and real estate-related assets, including
under-performing commercial properties, development properties, real estate joint ventures and
operating companies, distressed mortgage loan portfolios, commercial mortgage-backed
securities, mezzanine loan investments, and passive investments in third-party real estate
opportunity funds. The Bank invests globally on an opportunistic basis, acquiring assets and
companies in markets that are undervalued, capital constrained, or where a pricing arbitrage
exists. The Real Estate Opportunities Group seeks diversity by geography, property type and by
type of investment and higher returns through the use of leverage.
• Hedge Funds. As an asset class, hedge funds have provided attractive risk-adjusted returns in
most market environments and have offered portfolio diversification benefits to investors. The
Bank has made a significant commitment to the absolute return asset class and is a leader in
offering multi-manager and single-manager hedge funds (source: Institutional Investor). The
Bank manages all of its hedge funds activities through a business group called DB Absolute
Return Strategies (“ARS”). This group develops, manages and distributes funds in all major
hedge fund strategies. The DB ARS hedge fund platform offers access to both the Bank’s and
third-party hedge fund managers. The Bank distributes its products globally to institutions and
high net worth individuals. The Bank employs more than 100 professionals, with offices in New
York, London, Frankfurt, Sydney, Tokyo and Summit, New Jersey.
Within the Private Wealth Management Business Division, the Bank offers the following products and
services:
• Loan and Deposit Products. Loan and deposit products include traditional deposit products
(including current accounts, time deposits and savings accounts) as well as more specialized
secured and unsecured lending. Clients are offered both standardized and more specialized
finance and savings products, often in cooperation with mortgage banks.
In addition, clients are offered the option of buying securities on margin. In these transactions, the
Bank funds clients’ securities purchases with short-term loans, and the clients provide the Bank
with collateral in the form of the purchased securities or other securities.
• Advisory Services. In advisory services, relationship managers provide investment advice to
clients whose securities are deposited with the Bank in accounts over which the Bank does not
exercise investment discretion. This advice relates to new financial products, such as equity initial
public offerings and new investment funds, as well as products in secondary markets. Services
also include advice on wealth management and growth, including tax-optimized investments and
estate planning. Investment advice covers stocks, bonds, mutual funds, derivatives (securities
brokerage) and alternative investments. The relationship managers also advise their clients on
the products of third parties.
50

• Transaction Services. Transaction services consist of fees and commissions on bank account
activities and transactions. They include account carrying charges, commissions on checks, and
ATM, credit card transactions and foreign currency transaction fees. The Bank also offers its
clients credit cards and direct debit cards.
• Portfolio/Fund Management. In discretionary portfolio management, the Bank’s relationship
managers have discretion to manage their clients’ investments within the clients’ general
guidelines. The relationship managers invest client funds in various investment products, such as
stocks, bonds, mutual funds and derivatives. In connection with discretionary portfolio
management services, the Bank usually charges the client a fee for each transaction as well as a
recurring base fee.
• Other Services. Other private banking services include the following services, which are generally
provided as fee-based services in connection with advisory services and discretionary portfolio
management:
• private financial planning
• trust business (in which the Bank establishes and administers trusts on behalf of its customers)
• art and lifestyle services.
In addition, the brokers of the Private Client Services consult with clients on asset allocation
strategies, risk management, investment partnerships, private placements, asset manager selection,
and alternative investments. Within Private Client Services, the Corporate and Executives Group
provides a host of services to companies and their executives. These services range from employee
stock option programs to aiding executives with diversifying concentrated stocks. Private Client
Services also provides equity trading to ’middle market’ institutional investors and custody and
consulting services to individuals and institutions. Furthermore, the recently acquired Rüd, Blass &
Cie AG Bankgeschäft.
Private & Business Clients Corporate Division
Corporate Division Overview
The Private & Business Clients Corporate Division was established effective January 1, 2003. This
corporate division combined the Bank’s Personal Banking clients, its Private Banking clients not
classified as ultra high net worth individuals and its small and medium sized corporate customers
formerly served by CIB under a single management and the Deutsche Bank brand. Private &
Business Clients serves these customer groups in line with their needs in the Bank’s key markets of
Germany, Italy and Spain, as well as in Belgium, Portugal, Poland and the Netherlands.
Products and Services
Generally, similar banking products and services are offered throughout Europe, except that there are
some variations from country to country to meet local market, regulatory and customer
requirements. The following is a description of the products and services offered in the Private &
Business Corporate Division.
• Loan and Deposit Products. The most significant loan and deposit products are building financing
(including mortgages) and consumer and commercial loans, as well as traditional current
accounts, savings accounts and time deposits. Loan and Deposit Products include also the home
loan and savings business in Germany, offered through the Bank’s subsidiary DB Bauspar AG.
• Brokerage & Portfolio/Fund Management. In this area, investment advice, brokerage services,
discretionary portfolio management and securities custody services are provided.
• Financial & Account Services. Financial & Account Services comprise administration of current
accounts in local and foreign currency as well as settlement of domestic and cross-border
payments on these accounts. Furthermore they comprise the purchase and sale of payment
media and the sale of insurance products, home loan and savings contracts or credit cards. In
51

Italy Private & Business Clients issues credit cards and processes credit card payments under the
Bankamericard brand.
Corporate Investments Group Division
The Corporate Investments Group Division encompasses a broad array of alternative assets,
including the Bank’s private equity and venture capital investments, fund investments as well as its
portfolio of industrial holdings. The Bank aims to provide financial, strategic, operational and
managerial capital to enhance the values of the portfolio companies in which the group division
invests.
The Bank believes that the group division enhances its portfolio management and risk management
capability, enabling execution of a diversification strategy across various sectors and regions. The
group division is currently in the course of reducing significantly its equity and other exposure. In
this context a number of significant transactions have been entered into in the course of 2003,
including the sale of much of the late-stage private equity portfolio to the former Corporate
Investments management team, a securitization of fund investments and a sale of certain fund
investments.
The Corporate Investments Group Division includes the following three business divisions:
• The DB Investor Business Division encompasses the Bank’s substantial holdings in industrial
corporations, primarily in Germany.
• The Private Equity Business Division is comprised of the Bank’s proprietary private equity
investing arm as well as certain client related businesses.
• The Other Corporate Investments Business Division holds the Bank’s other investments.
DB Investor-Industrial Holdings
With respect to industrial holdings, DB Investor holds equity interests in a diverse number of
manufacturing and financial services corporations. The largest two of these industrial holdings, by
market value at August 30, 2003, were an 11.8 % interest in DaimlerChrysler AG and a 2.5% interest in
Allianz AG. Currently, over 97% of DB Investor’s holdings are in German corporations. In the second
quarter of 2002 the Bank sold its remaining stake in Munich Re. In the third and fourth quarter of 2002,
its stakes in Buderus AG, RWE AG and Continental AG were sold. The Bank’s investment in Südzucker
AG was significantly reduced from 10.9% to 4.8% in the fourth quarter of 2002. In the second quarter
of 2003, the Bank’s investment in Allianz AG was reduced from 3.2% to 2.5% and its investment in mg
technologies AG was sold. In August 2003, the Bank sold its investment in HeidelbergCement AG.
Rather than engage in proprietary trading, which involves buying and selling securities on a day-today
basis, DB Investor usually holds investments in listed securities for several years. The majority of
the larger shareholdings in listed companies have been in the portfolio for more than 20 years.
DB Investor executes its strategy of maximizing value from the industrial holding portfolio by selling
shares strategically taking into account market conditions and the prospects for profit and share price
appreciation at the individual companies.
Private Equity
The Private Equity business has historically invested both on behalf of clients and on the Bank’s own
account in private equity directly and through funds (including secondary investments in funds),
including venture capital opportunities and leveraged buy-out funds.
In February 2003, the Bank divested much of its late-stage portfolio to the former Corporate
Investments management team in a 5 1.5 billion transaction. Subsequent to this divestment, the
Private Equity business is largely comprised of Morgan Grenfell Private Equity funds, a retained 20%
interest in the late-stage portfolio (retained to cover outstanding liabilities associated with this
52

investment portfolio, principally liabilities to employees and managers), its venture capital
investments, its fund investments and certain later stage investments focused on Germany and Latin
America).
In July 2003, the Bank sold its investments in Tele Columbus GmbH and in Tele Columbus Ost GmbH
(formerly SMATcom GmbH).
Morgan Grenfell Private Equity (MGPE) funds are set up to allow a number of external investors to
invest in selected companies. MGPE actively acquires investments in companies and places them
with the funds. The funds generally keep their investments for a period of years until the company is
deemed fit for a public offering or a resale to an unrelated party. MGPE receives revenues as a fundmanager.
The Private Equity business is also an investor in the funds.
The venture capital investment activity focuses on early-stage companies. The equity element of
these investments ranges from 5 3to5 30 million and targets technology, telecommunications and
health care enterprises in North America, Europe and Israel.
The fund business invests directly into funds and also has acted as a secondary investor. The
management of its fund of funds was transferred to the Bank’s Asset and Wealth Management
Corporate Division in May 2003. In August 2003, some 5 400 million of funds were securitized in a
transaction that reduced Private equity’s on-balance sheet exposure by 5 110 million. In July 2003, a
definitive agreement was signed in respect of the sale of certain fund investments that will reduce
Private Equity’s on-balance sheet exposure by some 5 350 million. This transaction is expected to
close in September 2003.
In certain cases the Private Equity business takes a controlling interest in companies. The revenues
and expenses of these companies are consolidated.
Other Corporate Investments
Other Corporate Investments manages certain other equity investments and credit exposures.
In February 2002, the Bank consolidated all of its real estate activities under DB Real Estate which was
transferred to, and is included in, the Asset Management Business Division. The Bank’s real estate
holdings were excluded from the transfer.
The Bank sold its commercial finance business in North America to GE Commercial Finance in
October 2002, and sold its consumer finance business in North America to E*TRADE Bank in
December 2002.
In August 2003 the Bank divested its holding in the Gerling insurance group. Concurrently with this
divestment, the Bank acquired a 38.4% stake in Atradius, a global credit insurer run by the Bank as a
joint venture with Swiss Re as the main co-investor.
Other investments include:
• EUROHYPO AG, after the aforementioned merger of the Bank’s mortgage banking subsidiary, the
share in the combined entity was 34.6%, with Commerzbank taking a 34.4% share and Dresdner
Bank taking a 28.7% share (free-float 2.3%). In connection with the merger, in December 2002, part
of the Bank’s London-based real estate investment banking business was contributed to
EUROHYPO AG. On December 31, 2002, the Bank’s share of the combined entity was 34.6%.
Furthermore, in January 2003, part of the German commercial real estate financing activities and
Dresdner Bank’s U. S. based real estate investment banking team were transferred to the
combined entity. The three transfers resulted in an increase in the Bank’s share of EUROHYPO AG
to 37.6 % (as of August 2003). Since the merger in August 2002 this investment has been
accounted for under the equity-method.
53

• maxblue Americas, a joint venture run by the Bank and Banco do Brazil, is a brokerage providing a
variety of advisory and investment management products and services through internet-based
technology, sophisticated investment centers and personal consultants.
Corporate Center
Corporate Center comprises those functions that support, at the Group level, all of the Bank’s
business divisions. In particular, the Corporate Center assists the Board of Managing Directors with
cross-divisional coordination. The purpose of Corporate Center is not to generate revenues, but to
house strategic functions in support of the Board of Managing Directors. Corporate Center includes
functions such as the Group’s accounting, tax, treasury, risk management, human resources,
corporate development and legal functions.
Financial Year
The financial year of the Bank is the calendar year.
Auditors
For information on the independent auditors of the Bank, see “Auditors”.
Litigation
Other than set out herein the Bank is not, or during the last two financial years has not been, involved
(whether as defendant or otherwise) in, nor does it have knowledge of any threat of any legal,
arbitration, administrative or other proceedings the result of which may have, in the event of an
adverse determination, a significant effect on the financial condition of the Bank presented in this
Offering Circular.
Due to the nature of the Bank´s business, the Bank and its subsidiaries are involved in litigation and
arbitration proceedings in Germany and in a number of jurisdictions outside Germany, including the
United States, arising in the ordinary course of their businesses. While it is not feasible to predict or
determine the ultimate outcome of all pending or threatened legal and regulatory proceedings, the
Bank does not believe that the outcome of these proceedings will have a material adverse effect on
its financial condition or results of its operations.
On December 20, 2002, the U. S. Securities and Exchange Commission, the National Association of
Securities Dealers, the New York Stock Exchange, the New York Attorney General, and the North
American Securities Administrators Association (on behalf of state securities regulators) announced
an agreement in principle with ten investment banks to resolve investigations relating to research
analyst independence. Deutsche Bank Securities Inc. (“DBSI”), the Bank´s U. S. SEC-registered
broker-dealer subsidiary, was one of the ten investment banks. Pursuant to the agreement in
principle, and subject to finalization and approval of the settlement by DBSI, the Securities and
Exchange Commission and state regulatory authorities, DBSI agreed, among other things: (i) to pay
5 48 million, of which 5 24 million is a civil penalty and 5 24 million is for restitution to investors, (ii) to
adopt internal structural and operational reforms that will further augment the steps it has already
taken to ensure research analyst independence and promote investor confidence, (iii) to contribute
5 24 million spread over five years to provide third-party research to clients, (iv) to contribute 5 5
million toward investor education, and (v) to adopt restrictions on the allocation of shares in initial
public offerings to corporate executives and directors. On April 28, 2003, U. S. securities regulators
announced a final settlement of the research analyst investigations with ten investment banks.
Shortly before this date, DBSI located certain e-mails that were inadvertently not produced during
the course of the investigation. As a result, DBSI was not part of the group of investment banks
settling on that day. DBSI has cooperated fully with the regulators to ensure that all relevant e-mails
are produced and is hopeful that this matter will be resolved shortly.
54

In May 2002, Dr. Leo Kirch personally and as an assignee initiated legal action against Dr. Breuer and
the Bank alleging that a statement made by Dr. Breuer (then the Spokesman of the Bank’s Board of
Managing Directors) in an interview with Bloomberg television on February 4, 2002 regarding the
Kirch Group was in breach of laws and financially damaging to Kirch. On February 18, 2003, the
Munich District Court No. I issued a declaratory judgement to the effect that the Bank and Dr. Breuer
were jointly and severally liable for damages to Dr. Kirch, TaurusHolding GmbH & Co. KG and
PrintBeteiligungs GmbH as a result of the interview statement.Dr. Kirch would have to file a new
lawsuit for damages; in such proceedings he would have to prove that the statement caused any
financial damages and the amount of such damages. The Bank has stated that it will appeal the
declaratory judgment and that Dr. Breuer’s statement at the time was nothing beyond what had
already been publicly known.
55

CAPITALIZATION OF DEUTSCHE BANK GROUP
The following table sets forth the unaudited capitalization of Deutsche Bank Group as of June 30,
2003, and as adjusted to reflect the Offering. For a discussion of the audited consolidated financial
information of the Deutsche Bank Group as of December 31, 2002, see “Management Discussion” in
the Annual Report incorporated by reference herein.
As of
June 30,
2003
Actual
(5 in
millions)
Non interest-bearing deposits
Domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,098
Foreign offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits
7,981
Domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,827
Foreign offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212,887
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 332,793
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155,782
Central bank funds purchased and securities sold under repurchase agreements . . . . . . . 121,342
Securities loaned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,608
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,108
Acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Insurance policy claims and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,348
Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,200
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,583
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103,654
Trust preferred securities ( 1 ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,872
Total liabilities ( 1 ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 821,355
Common shares, no par value, nominal value of Euro 2.56 . . . . . . . . . . . . . . . . . . . . . . . . . . 1,490
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,163
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,434
Common shares in treasury, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18)
Share awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income
Deferred tax on unrealized net gains on securities available for sale
1,253
relating to 1999 and 2000 tax rate changes in Germany . . . . . . . . . . . . . . . . . . . . . . . . . (2,997)
Unrealized net gains on securities available for sale, net of applicable tax and other . .
Unrealized net gains (losses) on derivatives hedging variability of cash flows,
797
netoftax ................................................................. (9)
Minimum pension liability, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8)
Foreign currency translation, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,193)
Total accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,410)
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,912
Total liabilities and shareholders’ equity ( 1 ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 851,267
( 1 ) There has been no material change to the capitalization of the Bank since June 30, 2003 except for the issuance of
5 1,000,000,000 Trust Preferred Securities described in this Offering Circular. See “The Bank – Share Capital” for
additional information.
56

DESCRIPTION OF THE TRUST SECURITIES
The Trust Securities will be issued pursuant to the terms of the Trust Agreement. The following
summary sets forth the material terms and provisions of the Trust Securities. This summary does not
purport to be complete and is subject to, and qualified in its entirety by reference to, the terms and
provisions of the Trust Agreement and the Trust Act.
General
The Trust Preferred Securities will be issued in fully registered form without coupons. The Trust
Preferred Securities will not be issued in bearer form. See “-Form, Book-Entry Procedures and
Transfer”.
The Trust Agreement authorizes the Regular Trustees of the Trust to issue the Trust Preferred
Securities, which represent undivided beneficial ownership interests in the assets of the Trust. Title
to the Class B Preferred Securities will be held by the Property Trustee for the benefit of the holders
and beneficial owners of the Trust Preferred Securities. The Trust Agreement does not permit the
Trust to acquire any assets other than the Class B Preferred Securities, issue any securities other than
the Trust Preferred Securities or incur any indebtedness.
Capital Payments
Capital Payments on the Trust Preferred Securities will be payable:
– from and including September 19, 2003 until but not including September 19, 2013, annually in
arrears on September 19 of each year, commencing September 19, 2004; and
– from and including September 19, 2013, quarterly in arrears on December 19, March 19, June 19
and September 19 of each year.
Capital Payments on the Trust Preferred Securities payable on each Payment Date will be calculated
as provided below and will accrue from and including the immediately preceding Payment Date (or
September 19, 2003 with respect to Capital Payments payable on September 19, 2004) to but
excluding the relevant Payment Date.
For each Payment Period ending before September 19, 2013, Capital Payments will accrue on the
respective liquidation preference amounts of 5 1,000 per Trust Preferred Security and 5 1,000 per
Class B Preferred Security at a fixed rate of 5.33% per annum, calculated on the basis of the actual
number of days elapsed, divided by the actual number of days (365 or 366) in the relevant Payment
Period. For each Payment Period beginning on or after September 19, 2013, Capital Payments will
accrue on the respective liquidation preference amounts of the Trust Preferred Securities and the
Class B Preferred Securities at a rate per annum equal to 3-month EURIBOR for such Payment Period
plus 1.99%, calculated on the basis of the actual number of days elapsed in a 360-day year.
“3-month EURIBOR” for any Payment Period will be determined by the Company or the Bank, in its
capacity as Calculation Agent (the “Calculation Agent”), on the day (the “Reset Date”) falling two
Business Days prior to first day of the relevant Payment Period and shall be the 3-month EURIBOR
rate (expressed as a rate per annum) published on page 248 of the Telerate Monitor (or such other
screen page of Telerate or such other information service that is designated as the successor to page
248 of the Telerate Monitor for the purpose of displaying such rates (the “Screen Page”) on the
relevant Reset Date at or about 11:00 a. m. (Brussels time) as the rate offered in the interbank market
in the Euro-zone for deposits in Euro for the relevant Payment Period. If such rate does not appear on
the Screen Page, then the rate for such Reset Date shall be the arithmetic mean (rounded if necessary
to the nearest one thousandth of a percentage point, with 0.0005 being rounded upwards),
determined by the Calculation Agent of the rates which four banks whose offered rates were used to
determine such quotation when such quotation last appeared on the Screen Page (the “Reference
Banks”) selected by the Calculation Agent, quote to prime banks in the interbank market in the Eurozone
at approximately 11:00 a. m. (Brussels time) on the relevant Reset Date for deposits in Euro for
57

such Payment Period. If at least two such quotations are provided, the rate for such Reset Date will be
the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the
rate for such Reset Date will be the 3-month EURIBOR rate in effect on the Business Day immediately
preceding the relevant Reset Date.
If any Payment Date or Redemption Date that occurs before September 19, 2013 falls on a day that is
not a Business Day, payment of all amounts otherwise payable on such date will be made on the next
succeeding Business Day, without adjustment, interest or further payment as a result thereof. If any
Payment Date or Redemption Date that occurs on or after September 19, 2013 falls on a day that is not
a Business Day, such Payment Date or Redemption Date shall be postponed to the next succeeding
Business Day, unless it would thereby fall into the next calendar month, in which case such Payment
Date or Redemption Date shall be the immediately preceding Business Day.
So long as the Trust Preferred Securities are listed on the Luxembourg Stock Exchange, the
Luxembourg Stock Exchange will be notified no later than the first day of each Payment Period, of
the rate at which Capital Payments will accrue on the Trust Preferred Securities during such Payment
Period, of the beginning and ending dates of the relevant Payment Period and of the relevant
Payment Date.
Capital Payments on the Trust Preferred Securities are expected to be paid out of Capital Payments
received by the Trust from the Company with respect to the Class B Preferred Securities. Capital
Payments on the Class B Preferred Securities are expected to be paid by the Company out of its
Operating Profits or from payments received by the Company under the Support Undertaking. See
“Description of the Company Securities – Class B Preferred Securities – Capital Payments”. If the
Company does not declare (and is not deemed to have declared) a Capital Payment on the Class B
Preferred Securities in respect of any Payment Period, the holders of the Class B Preferred Securities
will have no right to receive a Capital Payment on the Class B Preferred Securities in respect of such
Payment Period, and the Company will have no obligation to pay a Capital Payment on the Class B
Preferred Securities in respect of such Payment Period, whether or not Capital Payments are declared
(or deemed to have been declared) and paid on the Class B Preferred Securities in respect of any
future Payment Period. In such a case, no Capital Payments will be made on the Trust Preferred
Securities in respect of such Payment Period.
Each Capital Payment on the Trust Preferred Securities will be payable to the holders of record of the
Trust Preferred Securities as they appear on the books and records of the Trust at the close of
business on the corresponding record date. The record dates for the Trust Preferred Securities will be
(i) so long as the Trust Preferred Securities remain in book-entry form, at the end of the Business Day
immediately preceding the date on which the relevant Capital Payment will be paid, and (ii) in all
other cases, 15 Business Days prior to the relevant Payment Date.
Such Capital Payments will be paid through or by the order of the Property Trustee who will hold
amounts received in respect of the Class B Preferred Securities in the Property Account for the
benefit of the holders of the Trust Preferred Securities, subject to any applicable laws and regulations
and the provisions of the Trust Agreement. Each payment will be made as described in “-Form, Book-
Entry Procedures and Transfer”.
The right of the holders of the Trust Preferred Securities to receive Capital Payments is
noncumulative. Accordingly, if the Trust does not have funds available for payment of a Capital
Payment in respect of any Payment Period, the holders will have no right to receive a Capital
Payment in respect of such Payment Period, and the Trust will have no obligation to pay a Capital
Payment in respect of such Payment Period, whether or not Capital Payments are paid in respect of
any future Payment Period.
Except as described under “-Subordination of the Trust Common Security” below, all Capital
Payments and other payments to holders of the Trust Securities will be distributed among holders of
record pro rata, based on the proportion that the aggregate Liquidation Preference Amount of the
Trust Preferred Securities held by each holder bears to the aggregate Liquidation Preference Amount
of all Trust Preferred Securities.
58

Payments of Additional Amounts
All payments on the Trust Preferred Securities by the Trust, and any amount payable in liquidation or
upon redemption thereof, will be made without withholding or deduction for or on account of
Withholding Taxes unless such deduction or withholding is required by law. In such event, the Trust
will pay, as additional Capital Payments, such Additional Amounts as may be necessary in order that
the net amounts received by the holders of the Trust Preferred Securities will equal the amounts that
otherwise would have been received had no such deduction or withholding been required. However,
no such Additional Amounts will be payable in respect of the Trust Preferred Securities:
– if and to the extent that the Company is unable to pay corresponding amounts in respect of the
Class B Preferred Securities because such payment would exceed the Distributable Profits of the
Bank for the preceding fiscal year (after subtracting from such Distributable Profits the amount of
the Capital Payments on the Class B Preferred Securities and dividends or other distributions or
payments on Parity Securities, if any, already paid on the basis of such Distributable Profits on or
prior to the date on which such Additional Amounts will be payable);
– with respect to any Withholding Taxes that are payable by reason of a holder or beneficial owner
of the Trust Preferred Securities having some connection with any Relevant Jurisdiction other than
by reason only of the mere holding of the Trust Preferred Securities; or
– with respect to any Withholding Taxes which are deducted or withheld pursuant to (i) any
European Union Directive or Regulation concerning the taxation of interest income, or (ii) any
international treaty or understanding relating to such taxation and to which the United States, the
European Union or Germany is a party, or (iii) any provision of law implementing, or complying
with, or introduced to conform with, such Directive, Regulation, treaty or understanding; or
– where such deduction or withholding can be avoided if the holder or beneficial owner of the Trust
Preferred Securities makes a declaration of non-residence or other similar claim for exemption to
the relevant tax authority or complies with any reasonable certification, documentation,
information or other reporting requirement imposed by the relevant tax authority; provided,
however, that the exclusion set forth in this clause shall not apply in respect of any certification,
information, documentation or other reporting requirement if such requirement would be
materially more onerous, in form, in procedure or in the substance of information disclosed, to
the holder or beneficial owner of Trust Preferred Securities than comparable information or other
reporting requirements imposed under U. S. tax law, regulation and administrative practice (such
as IRS Forms 1001, W-8 and W-9).
Enforcement Events
The occurrence, at any time, of either of the following (each of which is defined as an “Enforcement
Event”):
– non-payment of Capital Payments (plus any Additional Amounts thereon, if any) on the Trust
Preferred Securities or the Class B Preferred Securities at the Stated Rate in full, for two
consecutive Payment Periods (or, in the case of any consecutive Payment Periods beginning on
the Initial Redemption Date, for the Payment Period beginning on the Initial Redemption Date and
the next two succeeding Payment Periods, and in the case of any Payment Periods beginning after
the Initial Redemption Date, for four consecutive Payment Periods); or
– a default by the Bank in respect of any of its obligations under the Support Undertaking;
will constitute an Enforcement Event under the Trust Agreement with respect to the Trust Securities;
provided, that, pursuant to the Trust Agreement, the holder of the Trust Common Security will be
deemed to have waived any Enforcement Event with respect to the Trust Common Security until all
Enforcement Events with respect to the Trust Preferred Securities have been cured, waived or
otherwise eliminated. Until such Enforcement Events with respect to the Trust Preferred Securities
have been so cured, waived or otherwise eliminated, the Property Trustee will be deemed to be
acting solely on behalf of the holders of the Trust Preferred Securities and only the holders of the
Trust Preferred Securities will have the right to direct the Property Trustee with respect to certain
matters under the Trust Agreement. In the case of non-payment of Capital Payments (plus any
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Additional Amounts thereon, if any) on the Class B Preferred Securities referred to in clause (i) above
or the continuation of a failure by the Bank to perform any obligation under the Support Undertaking
for a period of 60 days after notice thereof has been given to the Company by the Property Trustee or
any holder of the Class B Preferred Securities, holders of the Trust Preferred Securities will have the
right to appoint the Independent Enforcement Director. See “Description of the Company Securities –
Class B Preferred Securities-Voting and Enforcement Rights”.
Upon the occurrence of an Enforcement Event, the Property Trustee will have the right to enforce the
rights of the holders of the Class B Preferred Securities, including:
– claims to receive Capital Payments (only if and to the extent declared or deemed to have been
declared) on the Class B Preferred Securities;
– appointment of the Independent Enforcement Director (to the extent that such Enforcement Event
results from non-payment of Capital Payments on the Class B Preferred Securities for two
consecutive Payment Periods (or, in the case of any consecutive Payment Periods beginning on
the Initial Redemption Date, for the Payment Period beginning on the Initial Redemption Date and
the next two succeeding Payment Periods, and in the case of any Payment Periods beginning after
the Initial Redemption Date, for four consecutive Payment Periods) or the continuation of a failure
by the Bank to perform any obligation under the Support Undertaking for a period of 60 days after
notice thereof has been given to the Company by the Property Trustee or any holder of the Class B
Preferred Securities); and
– assertion of the rights under the Support Undertaking as it relates thereto.
If the Property Trustee fails to enforce its rights under the Class B Preferred Securities after a holder of
the Trust Preferred Securities has made a written request, such holder of record of the Trust Preferred
Securities may directly institute a legal proceeding against the Company to enforce the Property
Trustee’s rights under the Class B Preferred Securities without first instituting any legal proceeding
against the Property Trustee, the Trust or any other person or entity.
Redemption
Upon redemption of the Class B Preferred Securities, the Trust must apply the redemption price
received in connection therewith to redeem the Trust Preferred Securities. The Class B Preferred
Securities are redeemable at the option of the Company, in whole but not in part, on any Payment
Date falling on or after the Initial Redemption Date at the Redemption Price plus Additional Amounts,
if any. The Company may exercise its right to redeem the Class B Preferred Securities only if it has:
– given at least 30 days’ prior notice (or such longer period as required by the relevant regulatory
authorities) to the holders of the Class B Preferred Securities of its intention to redeem the Class B
Preferred Securities on the Redemption Date; and
– obtained any required regulatory approvals.
The Trust Agreement will provide that the Property Trustee will promptly give notice to the holders of
the Trust Preferred Securities of the Company’s intention to redeem the Class B Preferred Securities
on the Redemption Date. Any such notice will be in accordance with the procedures described below
under “– Notices.”
The Company will also have a right, at any time prior to the Initial Redemption Date upon at least 30
days’ prior notice, to redeem the Class B Preferred Securities in whole but not in part, upon the
occurrence of a Company Special Redemption Event at the Early Redemption Price plus Additional
Amounts, if any.
In the event the Trust Preferred Securities are in definitive form, any payment due upon redemption
thereof will be in accordance with the procedures described under “– Definitive Certificates and the
Exchange of Book-Entry Securities for Definitive Certificates – Payments; Definitive Certificates.”
A “Company Special Redemption Event” means (i) a Regulatory Event, (ii) a Tax Event with respect to
the Company or (iii) an Investment Company Act Event with respect to the Company.
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The Class B Preferred Securities and the Trust Preferred Securities will not have any scheduled
maturity date and will not be redeemable at any time at the option of the holders thereof. Upon any
redemption of the Class B Preferred Securities, the proceeds of such redemption will simultaneously
be applied to redeem the Trust Preferred Securities. Any Class B Preferred Securities or Trust
Preferred Securities that are redeemed will be canceled, and not reissued, following their
redemption.
Upon the occurrence of a Trust Special Redemption Event or in the event of any voluntary or
involuntary liquidation, dissolution, winding up or termination of the Trust, holders of the Trust
Securities, will be entitled to receive a pro rata amount of the Class B Preferred Securities in
accordance with the terms of the Trust Agreement.
If, at any time, a Trust Special Redemption Event occurs and is continuing, the Regular Trustees will,
within 90 days following the occurrence of such Trust Special Redemption Event, dissolve the Trust
upon at least 30 but not more than 60 days’ notice to the holders of the Trust Preferred Securities in
accordance with the procedures described below under “– Notices” and upon at least 30 but not
more than 60 days’ notice to, and consultation with Euroclear, Clearstream and the Property Trustee.
After satisfaction of the claims of creditors of the Trust, if any, Class B Preferred Securities would be
distributed on a pro rata basis to the holders of the Trust Preferred Securities and the holder of the
Trust Common Security in liquidation of such holders’ interest in the Trust, provided, however, that,
if, at such time, the Trust has the opportunity to eliminate, within 90 days of its occurence, the Trust
Special Redemption Event by taking some ministerial action, such as filing a form or making an
election, or some other similar reasonable measures, which in the sole judgment of the Bank will
cause no adverse effect on the Company, the Trust, the Bank or the holders of the Trust Preferred
Securities and will involve no material costs, then the Trust will pursue any such measure in lieu of
dissolution.
A “Trust Special Redemption Event” means (i) a Tax Event solely with respect to the Trust, but not
with respect to the Company, or (ii) an Investment Company Act Event solely with respect to the
Trust, but not with respect to the Company.
A “Tax Event” means (A) the receipt by the Bank of an opinion of a nationally recognized law firm or
other tax adviser in a Relevant Jurisdiction, experienced in such matters, to the effect that, as a result
of (i) any amendment to, or clarification of, or change (including any announced prospective change)
in, the laws or treaties (or any regulations promulgated thereunder) of a Relevant Jurisdiction or any
political subdivision or taxing authority thereof or therein affecting taxation, (ii) any judicial decision,
official administrative pronouncement, published or private ruling, regulatory procedure, notice or
announcement (including any notice or announcement of intent to adopt such procedures or
regulations) by any legislative body, court, governmental authority or regulatory body (an
“Administrative Action”) or (iii) any amendment to, clarification of, or change in the official position
or the interpretation of such Administrative Action or any interpretation or pronouncement that
provides for a position with respect to such Administrative Action that differs from the theretofore
generally accepted position, in each case, by any legislative body, court, governmental authority or
regulatory body, irrespective of the manner in which such amendment, clarification or change is
made known, which amendment, clarification or change is effective, or which pronouncement or
decision is announced, after the date of issuance of the Company Securities and the Trust Securities,
there is more than an insubstantial risk that (a) the Trust or the Company is or will be subject to more
than a de minimis amount of taxes, duties or other governmental charges, or (b) the Trust, the
Company or obligor on the Obligations would be obligated to pay Additional Amounts or Additional
Interest Amounts, or (B) a final determination has been made by the German tax authorities to the
effect that the Bank, as obligor on the Obligations, may not, in the determination of its taxable
income for the purposes of determining German corporate income tax in any year, deduct in full
interest payments on the Obligations (except to the extent such interest payments are determined to
be connected with income of a branch that is not subject to taxation in Germany). However, none of
the foregoing will constitute a Tax Event if it may be avoided by the Bank, the Trust or the Company
taking reasonable measures under the circumstances.
“Regulatory Event” means that the Bank is notified by a relevant regulatory authority that, as a result
of the occurrence of any amendment to, or change (including any change that has been adopted but
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has not yet become effective) in, the applicable banking laws of Germany (or any rules, regulations or
interpretations thereunder, including rulings of the relevant banking authorities) or the guidelines of
the Committee on Banking Supervision at the Bank for International Settlements, in each case after
the date of the issuance of the Company Securities and the Trust Securities, the Bank is not, or will
not be, allowed to treat the Class B Preferred Securities as core capital or Tier I regulatory capital for
capital adequacy purposes on a consolidated basis.
An “Investment Company Act Event” means that the Bank has requested and received an opinion of
a nationally recognized U. S. law firm experienced in such matters to the effect that there is more than
an insubstantial risk that the Company or the Trust is or will be considered an “investment company”
within the meaning of the 1940 Act as a result of any judicial decision, pronouncement or
interpretation (irrespective of the manner made known), the adoption or amendment of any law, rule
or regulation, or any notice or announcement (including any notice or announcement of intent to
adopt such law, rule or regulation) by any U. S. legislative body, court, governmental agency, or
regulatory authority, in each case after the date of the issuance of the Company Securities and the
Trust Securities.
“Make-Whole Amount” means the amount as determined by the Quotation Agent (as defined
herein), equal to the sum of (i) the present value of a payment of the liquidation preference amount
of the Class B Preferred Securities, discounted from the Initial Redemption Date to the Redemption
Date and (ii) the present values of all scheduled annual Capital Payments (whether or not declared or
deemed declared), including Capital Payments that would accrue from the Redemption Date to the
next Payment Date (if the Redemption Date is not a Payment Date), at the Stated Rate during the
period from the Redemption Date to and including the Initial Redemption Date (the “Remaining
Life”), discounted from such scheduled Payment Date to the Redemption Date. In each case, such
present value shall be calculated by discounting on an annual basis (assuming a year consisting of
365 or 366 days, respectively) at a per annum rate equal to the applicable Adjusted Comparable Yield
plus 0.35%.
“Quotation Agent” means the Bank and its successors; provided, however, that if the foregoing
should cease to be a primary U.S. Government securities dealer in New York City (a “Primary
Treasury Dealer”), the Bank has agreed in the LLC Agreement to substitute therefor another Primary
Treasury Dealer.
On the date fixed for any distribution of the Class B Preferred Securities, upon dissolution of the Trust,
(i) the Trust Preferred Securities will no longer be deemed to be outstanding and (ii) certificates
representing Trust Preferred Securities will be deemed to represent the Class B Preferred Securities
having a liquidation preference amount equal to the Liquidation Preference Amount of the Trust
Preferred Securities and the liquidation preference amount of the Trust Common Security until such
certificates are presented to the Company or its agent for transfer or reissuance.
If the Class B Preferred Securities are distributed to the holders of the Trust Preferred Securities, the
Bank will use its commercially reasonable efforts to cause the Class B Preferred Securities (i) to be
eligible for clearing and settlement through Euroclear, Clearstream or a successor clearing agent and
(ii) to be listed on the Luxembourg Stock Exchange or other securities exchange or other organization
on which the Trust Preferred Securities are then listed.
Redemption Procedures
If the Trust gives a notice of redemption in respect of the Trust Preferred Securities (which notice will
be irrevocable and given at least 30 days prior to the redemption date), and if the Company has paid
to the Property Trustee a sufficient amount of cash in connection with the related redemption of the
Class B Preferred Securities, then, by 10:00 a. m., Frankfurt time, on the Redemption Date, the Trust
will irrevocably deposit with or cause to be deposited with Deutsche Bank Luxembourg S.A. or its
successors, in its capacity as Principal Paying Agent (the “Principal Paying Agent”) with respect to
the Trust Preferred Securities funds sufficient to pay the amount payable on redemption of bookentry
certificates and will give or cause to give Euroclear and Clearstream irrevocable instructions
and authority to pay such amount to holders of the Trust Securities. If notice of redemption will have
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een given and funds are deposited as required, then upon the date of such deposit, all rights of
holders of such Trust Preferred Securities so called for redemption will cease, except the right of the
holders of such Trust Preferred Securities to receive the Redemption Price, but without interest on
such Redemption Price. If any Redemption Date that occurs before September 19, 2013 falls on a day
that is not a Business Day, payment of all amounts otherwise payable on such date will be made on
the next succeeding Business Day, without adjustment, interest or further payment as a result of such
delay in payment. If any Redemption Date that occurs on or after September 19, 2013 falls on a day
that is not a Business Day, such Redemption Date shall be postponed to the next succeeding Business
Day, unless it would thereby fall into the next calendar month, in which case such Redemption Date
shall be the immediately preceding Business Day.
Purchases of the Trust Preferred Securities
Subject to the foregoing redemption provisions and procedures and applicable law (including,
without limitation, U.S. federal securities laws), the Bank or its subsidiaries may at any time and
from time to time purchase outstanding Trust Preferred Securities by tender, in the secondary market
or by private agreement. Such Trust Preferred Securities remain outstanding and may be resold. If the
Bank or any of its affiliates offer or sell, or make a secondary market in, the Trust Preferred Securities,
such actions may give rise to limitation for trust preferred securities previously sold in offshore
transactions in reliance on Regulation S with respect to resales in the United States or to
U. S. persons.
Subordination of the Trust Common Security
Payment of Capital Payments and other distributions on, and amounts on redemption of, the Trust
Securities will generally be made pro rata based on the liquidation preference amount of the Trust
Securities. However, upon the liquidation of the Trust and during the continuance of a default under
the Obligations or a failure by the Bank to perform any obligation under the Support Undertaking,
holders of the Trust Preferred Securities will have a preference over the holder of the Trust Common
Security with respect to payments of Capital Payments and other distributions and amounts upon
redemption or liquidation of the Trust. The Trust Preferred Securities constitute direct, unsecured
and unsubordinated securities of the Trust and rank pari passu without any preference among
themselves.
In the case of any Enforcement Event, the holder of the Trust Common Security will be deemed to
have waived any such Enforcement Event until all such Enforcement Events with respect to the Trust
Preferred Securities have been cured, waived or otherwise eliminated. Until all Enforcement Events
with respect to the Trust Preferred Securities have been so cured, waived or otherwise eliminated, the
Property Trustee will act solely on behalf of the holders of the Trust Preferred Securities and not on
behalf of the holder of the Trust Common Security, and only the holders of the Trust Preferred
Securities will have the right to direct the Property Trustee to act on their behalf.
Liquidation Distribution upon Dissolution
Pursuant to the Trust Agreement, the Trust will dissolve:
– upon the bankruptcy, insolvency or dissolution of the Bank;
– upon the filing of a certificate of dissolution with respect to the Company or the filing of a
certificate of cancellation with respect to the Trust after having obtained the consent of at least a
majority of the outstanding Trust Securities, voting together as a single class, to file such
certificate of cancellation;
– when all of the Trust Securities shall have been called for redemption and (i) the amounts
necessary for redemption thereof shall have been paid to the holders of the Trust Securities or (ii)
all of the Class B Preferred Securities shall have been distributed to the holders of the Trust
Securities in exchange for all of the Trust Securities;
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– upon the distribution of all of the Class B Preferred Securities upon the occurrence of a Trust
Special Redemption Event;
– upon the entry of a decree of a judicial dissolution of the Company or the Trust; or
– upon the redemption of all of the Trust Securities.
In the event of any voluntary or involuntary liquidation, dissolution, winding up or termination of the
Trust, the holders of the Trust Securities will be entitled to receive the Class B Preferred Securities.
The holders of the Trust Preferred Securities will have a preference over the holder of the Trust
Common Security with respect to distributions upon liquidation of the Trust.
Voting Rights
Except as expressly required by applicable law, or except as provided for in the LLC Agreement, the
holders of the Trust Preferred Securities will not be entitled to vote on the affairs of the Trust or the
Company. So long as the Trust holds any Class B Preferred Securities, the holders of the Trust
Preferred Securities will have the right to direct the Property Trustee to enforce the voting rights
attributable to such Class B Preferred Securities. These voting rights may be waived by the holders of
the Trust Preferred Securities by written notice to the Property Trustee and in accordance with
applicable laws.
Subject to the requirement of the Property Trustee obtaining a tax opinion as set forth in the last
sentence of this paragraph, the holders of a majority of the outstanding Trust Preferred Securities
have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Property Trustee, and to direct the exercise of any trust or power conferred upon the
Property Trustee under the Trust Agreement, including the right to direct the Property Trustee, as
holder of the Class B Preferred Securities, to (i) exercise the remedies available to it under the LLC
Agreement as a holder of the Class B Preferred Securities, and (ii) consent to any amendment,
modification or termination of the LLC Agreement or the Class B Preferred Securities where such
consent will be required; provided, however, that, where a consent or action under the LLC
Agreement would require the consent or act of the holders of more than a majority of the Class B
Preferred Securities affected thereby, only the holders of the percentage of the aggregate number of
the Trust Securities outstanding which is at least equal to the percentage of the Class B Preferred
Securities required to so consent or act under the LLC Agreement, may direct the Property Trustee to
give such consent or take such action on behalf of the Trust. See “Description of the Company
Securities – Class B Preferred Securities-Voting and Enforcement Rights.” Except with respect to
directing the time, method and place of conducting a proceeding for a remedy as described above,
the Property Trustee will be under no obligation to take any of the actions described in clause (i) or (ii)
above unless the Property Trustee has obtained an opinion of independent tax counsel to the effect
that as a result of such action, the Trust will not fail to be classified as a grantor trust for U. S. federal
income tax purposes and that after such action each holder of the Trust Securities will continue to be
treated as owning an undivided beneficial ownership interest in the Class B Preferred Securities.
Any required approval or direction of holders of the Trust Preferred Securities may be given at a
separate meeting of holders of the Trust Preferred Securities convened for such purpose, at a
meeting of all of the holders of the Trust Securities or pursuant to a written consent. The Regular
Trustees will cause a notice of any meeting at which holders of the Trust Preferred Securities are
entitled to vote, or of any matter upon which action by written consent of such holders is to be taken,
to be mailed to each holder of record of the Trust Preferred Securities, and publish a notice to that
effect so long as the Trust Preferred Securities are listed on the Luxembourg Stock Exchange and the
rules of such Exchange so require, in a daily newspaper of general circulation in Luxembourg (which
is expected to be the Luxemburger Wort). Each such notice will include a statement setting forth the
following information: (i) the date of such meeting or the date by which such action is to be taken; (ii)
a description of any resolution proposed for adoption at such meeting on which such holders are
entitled to vote or of such matter upon which written consent is sought; and (iii) instructions for the
delivery of proxies or consents. No vote or consent of the holders of the Trust Preferred Securities will
be required for the Trust to redeem and cancel Trust Preferred Securities or distribute Class B
Preferred Securities in accordance with the Trust Agreement.
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Notwithstanding that holders of the Trust Preferred Securities are entitled to vote or consent under
any of the circumstances described above, any of the Trust Preferred Securities that are beneficially
owned at such time by the Bank or any entity directly or indirectly controlled by, or under direct or
indirect common control with, the Bank, will not be entitled to vote or consent and will, for purposes
of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except
for the Trust Preferred Securities purchased or acquired by the Bank or its affiliates in connection with
transactions effected by or for the account of customers of the Bank or any of its affiliates or in
connection with trading or market-making activities in connection with such Trust Preferred
Securities in the ordinary course of business; provided, however, that persons (other than affiliates
of the Bank) to whom the Bank or any of its affiliates have pledged Trust Preferred Securities may
vote or consent with respect to such pledged Trust Preferred Securities pursuant to the terms of such
pledge.
The procedures by which holders of the Trust Preferred Securities represented by the Global
Certificates may exercise their voting rights are described below. See “-Form, Book-Entry Procedures
and Transfer”.
Holders of the Trust Preferred Securities will have no rights to appoint or remove the Regular
Trustees, who may be appointed, removed or replaced solely by the Bank, as the holder of the Trust
Common Security.
Merger, Consolidation or Amalgamation of the Trust
The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to, any corporation or other
entity, except as described below. The Trust may, with the consent of a majority of the Regular
Trustees and without the consent of the holders of the Trust Securities, the Property Trustee or the
Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized
as such under the laws of any State of the United States; provided, that:
– if the Trust is not the survivor, such successor entity either (x) expressly assumes all of the
obligations of the Trust to the holders of the Trust Securities or (y) substitutes for the Trust
Securities other securities having substantially the same terms as the Trust Securities (the
“Successor Securities”), so long as the Successor Securities rank the same as the Trust Securities
rank with respect to Capital Payments, distributions and rights upon liquidation, redemption or
otherwise;
– the Company expressly acknowledges a trustee of such successor entity possessing the same
powers and duties as the Property Trustee as the holder of the Class B Preferred Securities;
– if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be
listed upon notification of issuance, on any securities exchange or any other organization on
which the Trust Preferred Securities are then listed or quoted;
– such merger, consolidation, amalgamation or replacement does not cause the Trust Preferred
Securities (including the Successor Securities) to be downgraded by any nationally recognized
rating organization;
– such merger, consolidation, amalgamation or replacement does not adversely affect the rights,
preferences and privileges of the holders of the Trust Preferred Securities (including any
Successor Securities) in any material respect;
– such successor entity has purposes substantially identical to that of the Trust;
– the obligations of the Bank pursuant to the Support Undertaking will continue in full force and
effect; and
– prior to such merger, consolidation, amalgamation or replacement, the Bank has received an
opinion of a nationally recognized law firm experienced in such matters to the effect that:
– such merger, consolidation, amalgamation or replacement will not adversely affect the rights,
preferences and privileges of the holders of the Trust Preferred Securities (including the
Successor Securities) in any material respect,
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– following such merger, consolidation, amalgamation or replacement, neither the Trust nor
such successor entity will be required to register under the 1940 Act,
– following such merger, consolidation, amalgamation or replacement, the Trust (or such
successor trust) will be classified as a grantor trust for U. S. federal income tax purposes and
– following such merger, consolidation, amalgamation or replacement, the Company will not be
classified as an association or a publicly traded partnership taxable as a corporation for United
States federal income tax purposes.
Notwithstanding the foregoing, the Trust will not, except with the consent of holders of 100% of the
outstanding Trust Preferred Securities (excluding Trust Preferred Securities held by the Bank and its
affiliates), consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit
any other entity to consolidate, amalgamate, merge with or into, or replace it, if such consolidation,
amalgamation, merger or replacement would cause the Trust or the successor entity not to be
classified as a grantor trust for United States federal income tax purposes.
Modification of the Trust Agreement
The Trust Agreement may only be modified and amended if approved by a majority of the Regular
Trustees (and in certain circumstances the Property Trustee and the Delaware Trustee), provided,
that, if any proposed amendment provides for, or the Regular Trustees otherwise propose to effect,
(i) any action that would materially adversely affect the powers, preferences or special rights of the
Trust Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the
dissolution, winding up or termination of the Trust other than pursuant to the terms of the Trust
Agreement, then the holders of the Trust Securities voting together as a single class will be entitled
to vote on such amendment or proposal and such amendment or proposal will not be effective except
with the approval of at least a majority of the outstanding Trust Securities affected thereby; provided
further that, if any amendment or proposal referred to in clause (i) above would adversely affect only
the Trust Preferred Securities or the Trust Common Security, then only the affected class will be
entitled to vote on such amendment or proposal and such amendment or proposal will not be
effective except with the approval of a majority of such class of the Trust Securities outstanding.
The Trust Agreement may be amended without the consent of the holders of the Trust Securities to (i)
cure any ambiguity, (ii) correct or supplement any provision in the Trust Agreement that may be
defective or inconsistent with any other provision of the Trust Agreement, (iii) add to the covenants,
restrictions or obligations of the Bank, (iv) conform to any change in the 1940 Act or the rules or
regulations thereunder or (v) modify, eliminate and add to any provision of the Trust Agreement to
such extent as may be necessary or desirable; provided, that, no such amendment will have a
material adverse effect on the rights, preferences or privileges of the holders of the Trust Securities.
Notwithstanding the foregoing, no amendment or modification may be made to the Trust Agreement
if such amendment or modification would (i) cause the Trust to fail to be classified as a grantor trust
for United States federal income tax purposes, (ii) cause the Company to be classified as an
association or publicly traded partnership taxable as a corporation for such purposes, (iii) reduce or
otherwise adversely affect the powers of the Property Trustee or (iv) cause the Trust or the Company
to be required to register under the 1940 Act.
Form, Book-Entry Procedures and Transfer
The Trust Preferred Securities will be issued in fully registered form, without coupons, in
denominations of 5 1,000 Liquidation Preference Amount (or integral multiples of 5 1,000 in excess
thereof).
Global Certificate; Book-entry Form. The Trust Preferred Securities will initially be evidenced by a
Temporary Global Certificate which will be in registered form, registered in the name of a nominee
for, and deposited on or about the closing date with the Common Depositary for, Euroclear and
Clearstream. The Temporary Global Certificate and the Permanent Global Certificate are referred to
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as “Global Certificates”. Beneficial interests in such Global Certificates will be shown on, and transfers
thereof will be effected through, records maintained by Euroclear and Clearstream and their
respective participants. The Global Certificates (and any Trust Preferred Securities issued in
exchange therefor) will be subject to certain restrictions on transfer set forth therein and in the Trust
Agreement. Until the 40th day after the later of the closing date and the completion of the distribution
of the Trust Preferred Securities (such period, the “Distribution Compliance Period”), beneficial
interests in the Temporary Global Certificates may be held only through Euroclear or Clearstream,
unless delivery is made through the Restricted Global Certificates in accordance with the certification
requirements described below. Interests in the Temporary Global Certificates may be exchanged, no
earlier than 40 days after the later of the closing date and the completion of the distribution of the
Trust Preferred Securities, for interests in the Permanent Global Certificates upon certification of non-
U. S. beneficial ownership. No payment will be made in respect of an interest in the Temporary
Global Certificates unless and until the beneficial owner of such interest has provided the required
certification and such interest has been exchanged for an interest in the Permanent Global
Certificates. See “– Payments; Certifications by Holders of the Temporary Global Certificate.”
Investors may hold their interests in the Global Certificates through Euroclear or Clearstream, if they
are participants in such systems, or indirectly through organizations that are participants in such
systems. The Global Certificates will be deposited with the Common Depositary.
Except as provided below, owners of beneficial interest in a Global Certificate will not be entitled to
have Trust Preferred Securities registered in their names, will not receive or be entitled to receive
physical delivery of certificates in definitive form, and will not be considered holders thereof.
Subject to compliance with the transfer restrictions applicable to the Global Certificates described
herein and in the Trust Agreement, cross-market transfers between direct or indirect account holders
at a Euroclear or Clearstream participant (each, a “Member Organization”) holding interests in the
Global Certificates will be effected in accordance with the normal rules and operating procedures of
Euroclear or Clearstream, as applicable. Such cross-market transactions will require, among other
things, delivery of instructions by such Member Organization to Euroclear or Clearstream, as the
case may be, in accordance with the rules and procedures and within deadlines (Brussels time)
established by Euroclear or Clearstream, as the case may be. If the transaction complies with all
relevant requirements, Euroclear or Clearstream, as the case may be, will then deliver instructions to
its depositary to take action to effect final settlement on its behalf.
The information in this section concerning Euroclear and Clearstream has been obtained from
sources that the Company and the Trust believe to be reliable, but the Company and the Trust take no
responsibility for the accuracy thereof.
So long as Euroclear, Clearstream or the nominee of the Common Depositary is the registered holder
of a Global Certificate, Euroclear, Clearstream or such nominee, as the case may be, will be
considered the sole owner or holder of the Trust Preferred Securities represented by such Global
Certificate for all purposes under the Trust Agreement and the Trust Preferred Securities. Payments
in respect of Global Certificates will be made to Euroclear, Clearstream or such nominee, as the case
may be, as the registered holder hereof. None of the Bank, the Company, the Trust, any agent or any
affiliate of any of the above or any person by whom any of the above is controlled for the purposes of
the Securities Act will have any responsibility or liability for (i) any aspect of Euroclear’s,
Clearstream’s or any Member Organization’s records relating to or payments made on account of
beneficial ownership interests in the Global Certificates, or for maintaining, supervising or reviewing
any of Euroclear’s, Clearstream’s or any Member Organization’s records relating to the beneficial
ownership interests in the Global Certificates or (ii) any other matter relating to the actions and
practices of Euroclear, Clearstream or any Member Organization.
Distributions with respect to book-entry interests in the Trust Preferred Securities held through
Euroclear or Clearstream will be credited, to the extent received by Euroclear or Clearstream from a
paying agent, to the cash amounts of Euroclear or Clearstream customers in accordance with the
relevant system’s rules and procedures.
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None of the Trust, the Property Trustee or the Common Depositary (or any registrar, paying agent or
conversion agent under the Trust Agreement) will have any responsibility for the performance by
Euroclear or Clearstream of their respective obligations under the rules and procedures governing
their operations.
Although Euroclear and Clearstream have agreed to the foregoing procedures in order to facilitate
transfers of interests in the Global Certificates between Euroclear and Clearstream, they are under no
obligation to perform or continue to perform such procedure, and such procedures may be
discontinued at any time. If Euroclear and Clearstream are at any time unwilling or unable to
continue as depositary and a successor depositary is not appointed by the Trust within 90 days, the
Trust will cause the Trust Preferred Securities to be issued in definitive form in exchange for the
Global Certificates. Neither the Trust, the Company, the Common Depositary, the Bank nor any of
their respective agents will have any responsibility for the performance by Euroclear and
Clearstream, any Member Organization or their respective obligations under the rules and
procedures governing their operations, including maintaining, supervising or reviewing the records
relating to, or payments made on account or, beneficial ownership interests in the Global Certificate.
Definitive Certificates and the Exchange of Book-Entry Securities for Definitive Certificates
A Global Certificate is exchangeable for Trust Preferred Securities in registered certificated form if
Euroclear and Clearstream (A) notify the Company that they are unwilling or unable to continue as
depositary for such Global Certificate and the Trust and the Company thereupon fail to appoint a
successor depositary or (B) they have ceased to be clearing agencies registered under the Exchange
Act. In all cases, certificated Trust Preferred Securities delivered in exchange for any Global
Certificates or beneficial interests therein will be registered in the names and issued in any approved
denominations, requested by or on behalf of Euroclear or Clearstream, as the case may be (in
accordance with its customary procedures).
Transfers of definitive certificates may be made in whole or in part in an authorized denomination
upon the surrender of such definitive certificates, together with a form of transfer endorsed on it
when completed and executed, at the specified office of a transfer agent. In the case of a transfer of
only part of a definitive certificate, a new definitive certificate in respect of the balance not transferred
will be issued to the transferor within three business days of receipt of such form of transfer, by
uninsured post at the risk of the holder to the address of the holder, appearing in the Register. Each
new definitive certificate to be issued upon a transfer of a definitive certificate will, within three
business days of receipt of such form of transfer, be sent by uninsured post at the risk of the holder
entitled to the definitive certificate to such address as may be specified in such form of transfer.
Payments; Certifications by Holders of the Temporary Global Certificate. A certificate must be
provided by or on behalf of a beneficial interest in the Temporary Global Certificates to Euroclear or
Clearstream, as the case may be, certifying that the beneficial owner of the interest in Trust Preferred
Securities represented thereby is not a U. S. Person, and Euroclear or Clearstream, as the case may
be, must provide to the Common Depositary a certificate prior to, but in no case earlier than the
expiration of the Distribution Compliance Period, (i) the payment of Capital Payments or amounts on
redemption or any other payment with respect to such holder’s beneficial interest in the Temporary
Global Certificates and (ii) any exchange of such beneficial interest for a beneficial interest in the
Permanent Global Certificates.
Payments; Definitive Certificates. Capital Payments on the Trust Preferred Securities, and any
amounts payable on redemption thereof, may be made through the office of the Luxembourg Paying
and Transfer Agent if and for so long as the Trust Preferred Securities are listed on the Luxembourg
Stock Exchange.
Capital Payments on definitive certificates will be made to holders in whose names the certificates
were registered at the close of business on the relevant record date. Any Capital Payments or other
payments due thereon will be made by wire, transfer or by check mailed to the address of such holder
as it appears on the register maintained by the Luxembourg Paying and Transfer Agent. The final
payment on any definitive certificates, however, will be made only upon presentation, and surrender
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of such certificated security at the office of the Luxembourg Paying and Transfer Agent on a Payment
Date that is both a Business Day and a day on which banks in the relevant place of presentation are
open for presentation and payment of such securities and for dealings in foreign currencies.
Restrictions on Transfer; Legends. The Trust Preferred Securities will be subject to certain transfer
restrictions.
The Trust Preferred Securities may not be purchased by or transferred to any employee benefit plan
subject to Title I of the U. S. Employee Retirement Income Security Act of 1974, as amended, any plan
or arrangement subject to Section 4975 of the U. S. Internal Revenue Code of 1986, as amended, or
any entity whose underlying assets include the assets of any such employee benefit plans, plans or
arrangements.
Payments; Certifications by Holders of the Temporary Global Certificate
On or after the expiration of the Distribution Compliance Period, a certificate may be provided by or
on behalf of a holder of a beneficial interest in a Temporary Global Certificate to the Registrar (or the
Paying Agent if other than the Registrar), certifying that the beneficial owner of the interest in such
Temporary Global Certificate is not a U. S. Person. Unless such certificate is provided, (i) the holder of
such beneficial interest will not receive any payments of Capital Payments, redemption price or any
other payment with respect to such holder’s beneficial interest in the Temporary Global Certificate, (ii)
such beneficial interest may not be exchanged for a beneficial interest in a Permanent Global
Certificate, and (iii) settlement of trades with respect to such beneficial interest will be suspended. In
the event that any holder of a beneficial interest in such Temporary Global Certificate fails to provide
such certification, exchanges of interests in the Temporary Global Certificate for interests in the
Permanent Global Certificate and settlements of trades of all beneficial interests in such Temporary
Global Certificate may be temporarily suspended. Notwithstanding the above, during any period
during which a holder of a beneficial interest in a Temporary Global Certificate fails to provide such
certification, Capital Payments will continue to accrue on the relevant Trust Preferred Securities.
All payments on the Trust Preferred Securities by the Trust, and any amount payable in liquidation or
upon redemption thereof, will be made without withholding or deduction for or on account of
Withholding Taxes unless such deduction or withholding is required by law. In such event, the Trust
will pay, as additional Capital Payments, such Additional Amounts as may be necessary in order that
the net amounts received by the holders of the Trust Preferred Securities will equal the amounts that
otherwise would have been received had no such deduction or withholding been required. However,
no such Additional Amounts will be payable in respect of the Trust Preferred Securities under certain
circumstances described in “– Payment of Additional Amounts”.
Any claims to Capital Payments or amounts payable upon redemption will become void unless
presented for payment within a period of four years, with respect to Capital Payments, or 10 years
with respect to amounts payable upon redemption, from the Payment Date or Redemption Date, as
applicable.
Registrar, Transfer Agent, and Paying Agents
Deutsche Bank Luxembourg S.A. will act as Registrar, Transfer Agent and Principal Paying Agent for
the Trust Preferred Securities. Registration of transfers of the Trust Preferred Securities will be
effected without charge by or on behalf of the Trust, but upon payment (with the giving of such
indemnity as the Trust or the Bank may require) in respect of any tax or other government charges
which may be imposed in relation to it. In accordance with the Trust Agreement, notice of the
appointment of a new Registrar, Transfer Agent or Principal Paying Agent will, as long as the Trust
Preferred Securities are listed on the Luxembourg Stock Exchange, be published in a daily
newspaper of general circulation in Luxembourg. For so long as the Trust Preferred Securities are
listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so
require, the Trust will maintain a Luxembourg Paying and Transfer Agent. The initial Luxembourg
Paying and Transfer Agent will be Deutsche Bank Luxembourg S. A.
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The Trust will not be required to register or cause to be registered the transfer of the Trust Preferred
Securities after such Trust Preferred Securities have been called for redemption. Definitive certificates
will not be issued except in the limited circumstances described under “Description of the Trust
Securities-Definitive Certificates and Exchange of Book-Entry Securities for Definitive Certificates”.
Information Concerning the Property Trustee
The Property Trustee, prior to the occurrence of any Enforcement Event and after the curing or waiver
of all Enforcement Events that may have occurred, undertakes to perform only such duties as are
specifically set forth in the Trust Agreement and, after such default, will exercise the same degree of
care as a prudent person would exercise in the conduct of his or her own affairs. Subject to such
provisions, the Property Trustee is under no obligation to exercise any of the powers vested in it by
the Trust Agreement at the request of any holder of the Trust Preferred Securities, unless offered
reasonable indemnity by such holder against the costs, expenses and liabilities which might be
incurred thereby. The holders of the Trust Preferred Securities will not be required to offer such
indemnity in the event such holders, by exercising their rights, direct the Property Trustee to take any
action following an Enforcement Event.
Notices
All notices or communications to a holder of the Trust Preferred Securities will be delivered,
telecopied or mailed by first-class, registered or certified mail to such holder’s address as shown on
the books and records of the Trust.
Notices to the holders of the Trust Preferred Securities will be given by delivery of the relevant notice
to Euroclear, Clearstream and any other relevant securities clearing system for communication by
each of them to entitled participants, and so long as the Trust Preferred Securities are listed on the
Luxembourg Stock Exchange and the rules of such Exchange so require, in a daily newspaper of
general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or if such
Luxembourg publication (the “Luxembourg Publication”) is not practicable, in one of the other
leading English language newspapers being published on each day in morning editions whether or
not it shall be published on Saturdays, Sundays or holidays.
So long as the Trust Preferred Securities are listed on the Luxembourg Stock Exchange, the
Luxembourg Stock Exchange will be notified (A) for each Payment Period, of the rate at which Capital
Payments will accrue on the Trust Preferred Securities, and the Payment Period and Payment Date for
such Capital Payments, (B) ten Business Days prior to any Payment Date if, for any Payment Period,
the Trust does not have sufficient funds for the Property Trustee to pay Distributions to the holders of
Trust Securities on the respective Payment Date, and without undue delay (C) of the occurrence of
any Trust Special Redemption Event, (D) of the redemption of any Trust Preferred Securities, and (E)
of the substitution, by the Bank, of Substitute Obligations for the Initial Obligation.
So long as the Trust Preferred Securities are listed on the Luxembourg Stock Exchange, Luxembourg
Publication will be made (i) ten Business Days prior to any Payment Date if, for any Payment Period,
the Trust does not have sufficient funds for the Property Trustee to make Capital Payments to the
holders of Trust Securities, and without undue delay (ii) upon any change of the Luxembourg Paying
and Transfer Agent, and (iii) of the substitution, by the Bank, of Substitute Obligations for the Initial
Obligation.
Governing Law
The Trust Agreement and the Trust Securities will be governed by, and construed in accordance with,
the laws of the State of Delaware.
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Miscellaneous
The Regular Trustees are authorized and directed to conduct the affairs of and to operate the Trust in
such a way that the Trust will not be required to register under the 1940 Act and will not be
characterized as other than a grantor trust for United States federal income tax purposes.
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DESCRIPTION OF THE COMPANY SECURITIES
The following summary sets forth the material terms and provisions of the limited liability company
interests of the Company, including the Class B Preferred Securities. This summary is qualified in its
entirety by reference to the terms and provisions of the LLC Agreement.
Upon the execution of the LLC Agreement, the Company will issue limited liability company interests
consisting of the Company Common Security, the Class A Preferred Security and Class B Preferred
Securities. The Company Common Security and the Class A Preferred Security will be owned directly
by the Bank. All of the Class B Preferred Securities will be owned by the Trust. The Bank undertakes to
maintain direct or indirect ownership of the Class A Preferred Security and the Company Common
Security so long as any Class B Preferred Securities remain outstanding.
Company Common Security
Subject to the rights of the holders of the Class B Preferred Securities to appoint the Independent
Enforcement Director, all voting rights are vested in the Company Common Security. The Company
Common Security is entitled to one vote per security. The Company Common Security is currently,
and upon consummation of the Offering will be, held by the Bank.
Capital Payments may be declared and paid on the Company Common Security only if all Capital
Payments on the Class B Preferred Securities, if any, in respect of the relevant Payment Period have
been declared and paid. The Company does not expect to pay dividends on the Company Common
Security.
In the event of the voluntary or involuntary liquidation, dissolution, termination or winding up of the
Company, after the payment of all debts and liabilities and after there have been paid or set aside for
the holders of all the Company Preferred Securities the full preferential amounts to which such
holders are entitled, the holder of the Company Common Security will be entitled to share equally
and pro rata in any remaining assets.
Class A Preferred Security
The Class A Preferred Security will be non-voting. Capital payments on the Class A Preferred Security
will be payable when, as and if declared by the Board of Directors; such a declaration will occur only
to the extent the Board of Directors does not declare Capital Payments on the Class B Preferred
Securities at the Stated Rate in full on any Payment Date. It is expected that the holder of the Class A
Preferred Security will receive capital payments only to the extent that (i) Capital Payments are not
permitted to be declared on the Class B Preferred Securities on any Payment Date at the Stated Rate
in full due to insufficient Distributable Profits of the Bank for the fiscal year preceding such Payment
Period or an order of the BaFin (or any other relevant regulatory authority) prohibiting the Bank from
making any distribution of profits, and (ii) the Company has sufficient Operating Profits. The
Company currently, subject to the above, does not intend to pay capital payments on the Class A
Preferred Security. The payment of capital payments on the Class A Preferred Security is not a
condition to the payment of Capital Payments on the Class B Preferred Securities.
In the event of any voluntary or involuntary liquidation, dissolution or winding up or termination of
the Company, the Class B Preferred Securities will rank junior to the Class A Preferred Security, and
the Class B Preferred Securities will rank senior to the Company Common Security; provided that any
payments made by the Bank pursuant to the Support Undertaking will be payable by the Company
solely to the holders of the Class B Preferred Securities. Accordingly, upon any liquidation, the holder
of the Class A Preferred Security will be entitled to receive a liquidation distribution of the Obligations
or Permitted Investments (including accrued and unpaid interest thereon). In the event of the
liquidation of the Company, the Independent Enforcement Director will enforce the Support
Undertaking solely for the benefit of the holders of the Class B Preferred Securities and, with respect
to the Company’s rights under the Support Undertaking, the Class B Preferred Securities will rank
senior to the Class A Preferred Security and payments thereunder will be distributed by the
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Company solely to the holders of the Class B Preferred Securities. For a description of the
circumstances under which an Independent Enforcement Director may be elected, see “-Class B
Preferred Securities-Voting and Enforcement Rights.”
Class B Preferred Securities
General
When issued, the Class B Preferred Securities will be validly issued, fully paid and non-assessable.
The holders of the Class B Preferred Securities will have no pre-emptive rights with respect to any
other securities of the Company. The Class B Preferred Securities will not have any scheduled
maturity date, will not be redeemable at any time at the option of the holders thereof, will not be
convertible into any other securities of the Company and will not be subject to any sinking fund or
other obligation of the Company for their repurchase or redemption. The LLC Agreement prohibits
the Company, without the consent of all holders of the Class B Preferred Securities (excluding any
Class B Preferred Securities held by the Bank or any of its affiliates), from issuing any debt securities
or any further class or series of equity securities ranking prior to or pari passu with the Class B
Preferred Securities as to periodic distribution rights or rights upon liquidation or dissolution of the
Company.
Capital Payments
Capital Payments on the Class B Preferred Securities will be payable:
– from and including September 19, 2003, until but not including September 19, 2013, annually in
arrears on September 19 of each year, commencing September 19, 2004; and
– from and including September 19, 2013, quarterly in arrears on December 19, March 19, June 19
and September 19 of each year.
Capital Payments on the Class B Preferred Securities payable on each Payment Date will be calculated
as provided below and will accrue from and including the immediately preceding Payment Date (or
September 19, 2003 with respect to the Capital Payment payable September 19, 2004) to but
excluding the relevant Payment Date.
For each Payment Period ending before September 19, 2013, Capital Payments on the Class B
Preferred Securities will accrue on the liquidation preference amount of the Class B Preferred
Securities at a fixed rate of 5.33% per annum, calculated on the basis of the actual number of days
elapsed, divided by the actual number of days (365 or 366) in the relevant Payment Period. For each
Payment Period beginning on or after September 19, 2013, Capital Payments will be accrue on the
liquidation preference amount of the Class B Preferred Securities at a rate per annum equal to 3month
EURIBOR for such Payment Period plus 1.99%, calculated on the basis of the actual number of
days elapsed in a 360-day year.
If any Payment Date or Redemption Date that occurs before September 19, 2013 falls on a day that is
not a Business Day, payment of all amounts otherwise payable on such date will be made on the next
succeeding Business Day, without adjustment, interest or further payment as a result thereof. If any
Payment Date or Redemption Date (as defined herein) that occurs on or after September 19, 2013 falls
on a day that is not a Business Day, such Payment Date or Redemption Date shall be postponed to the
next succeeding Business Day, unless it would thereby fall into the next calendar month, in which
case such Payment Date or Redemption Date shall be the immediately preceding Business Day.
Capital Payments on the Class B Preferred Securities will be paid out of the Company’s Operating
Profits or from payments received by the Company under the Support Undertaking. If the Company
does not declare (and is not deemed to have declared) a Capital Payment on the Class B Preferred
Securities in respect of any Payment Period, the holders of the Class B Preferred Securities will have
no right to receive a Capital Payment on the Class B Preferred Securities in respect of such Payment
Period, and the Company will have no obligation to pay a Capital Payment on the Class B Preferred
Securities in respect of such Payment Period, whether or not Capital Payments are declared (or
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deemed to have been declared) and paid on the Class B Preferred Securities in respect of any future
Payment Period.
Capital Payments on the Class B Preferred Securities will only be authorized to be declared and paid
on any Payment Date to the extent that:
– the Company has an amount of Operating Profits for the Payment Period ending on the day
immediately preceding such Payment Date at least equal to the amount of such Capital Payments,
and
– the Bank has an amount of Distributable Profits for the preceding fiscal year for which audited
financial statements are available at least equal to the aggregate amount of such Capital
Payments on the Class B Preferred Securities and capital payments or dividends on Parity
Securities, if any, pro rata on the basis of Distributable Profits for such preceding fiscal year.
Notwithstanding the foregoing, if the Bank or any of its subsidiaries declares or pays any dividends
or makes any other payment or other distribution on any Parity Securities in any fiscal year, the
Company will be deemed to have declared Capital Payments on the Class B Preferred Securities on
the first Payment Date falling contemporaneously with or immediately after the date on which such
dividend was declared or other payment or distribution was made. If the dividend or other payment
or distribution on Parity Securities was in the full stated amount payable on such Parity Securities in
the then current fiscal year through the Payment Date, Capital Payments will be deemed declared at
the Stated Rate in full for the then current fiscal year through such Payment Date. If the dividend or
other payment or distribution on Parity Securities was only a partial payment of the amount so
owing, the amount of the Capital Payment deemed declared on the Class B Preferred Securities will
be adjusted proportionally.
Further, notwithstanding the foregoing, if the Bank or any of its subsidiaries declares or pays any
dividend or makes any other payment or distribution on its Junior Securities (other than payments
on Junior Securities issued by wholly owned subsidiaries of the Bank, when such Junior Securities
are held exclusively by the Bank or by any of its other wholly owned subsidiaries), the Company will
be deemed to have declared Capital Payments on the Class B Preferred Securities at the Stated Rate
in full:
i. for payment on the first two Payment Dates (or, in the case of the Payment Date falling on
September 19, 2013, such Payment Date and the two succeeding Payment Dates, and in the case
of Payment Dates falling after September 19, 2013, the first four Payment Dates) falling
contemporaneously with and/or immediately following the date on which such dividend was
declared or other payment made, if such Junior Securities pay dividends annually,
ii. for payment on the first Payment Date (or, in the case of Payment Dates falling after September 19,
2013, the first two Payment Dates) falling contemporaneously with and/or immediately following
the date on which such dividend was declared or other payment made, if such Junior Securities
pay dividends semi-annually, or
iii. for payment on the first Payment Date falling contemporaneously with or immediately following
the date on which such dividend was declared or other payment made, if such Junior Securities
pay dividends quarterly.
If the Bank or any of its Subsidiaries redeems, repurchases or otherwise acquires any Parity Securities
or Junior Securities (other than Parity Securities or Junior Securities issued by wholly-owned
subsidiaries of the Bank, when such Parity Securities or Junior Securities are held exclusively by the
Bank or any of the Bank’s wholly-owned subsidiaries) for any consideration except by conversion into
or exchange for common stock of the Bank other than:
– in connection with transactions effected by or for the account of customers of the Bank or any of
its subsidiaries or in connection with the distribution, trading or market-making in respect of such
securities,
– in connection with the satisfaction by the Bank or any of its subsidiaries of its obligations under
any employee benefit plans or similar arrangements with or for the benefit of employees, officers,
directors or consultants,
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– as a result of a reclassification of the capital stock of the Bank or any of its subsidiaries or the
exchange or conversion of one class or series of such capital stock for another class or series of
such capital stock or
– the purchase of fractional interests in shares of the capital stock of the Bank or any of its majorityowned
subsidiaries pursuant to the provisions of any security being converted into or exchanged
for such capital stock),
the Company will be deemed to have declared Capital Payments on the Class B Preferred Securities
at the Stated Rate in full for payment on the first two Payment Dates (or, in the case of the Payment
Date falling on September 19, 2013, such Payment Date and the next two succeeding Payment Dates
and, in the case of Payment Dates falling after September 19, 2013, the first four Payment Dates)
falling contemporaneously with and/or immediately following the date on which such redemption,
repurchase or other acquisition occurred.
Despite sufficient Operating Profits of the Company and sufficient Distributable Profits of the Bank,
the Company will not be permitted to make Capital Payments on the Class B Preferred Securities on
any Payment Date (or a date set for redemption or liquidation) if on such date there is in effect an
order of the BaFin (or any other relevant regulatory authority) prohibiting the Bank from making any
distribution of profits.
The Company will have no obligation to make up, at any time, any Capital Payments not paid in full
by the Company as a result of insufficient Operating Profits of the Company, insufficient Distributable
Profits of the Bank or an order of the BaFin.
In determining the availability of sufficient Distributable Profits of the Bank related to any fiscal year
to permit Capital Payments to be declared with respect to the Class B Preferred Securities, any Capital
Payments already paid on the Class B Preferred Securities and any capital payments or dividends
already paid during the succeeding fiscal year of the Bank on Parity Securities, if any, on the basis of
such Distributable Profits for such fiscal year will be deducted from such Distributable Profits.
Each Capital Payment declared (or deemed to be declared) on the Class B Preferred Securities will be
payable to the holders of record as they appear on the securities register of the Company at the close
of business on the corresponding record date. The record dates for the Class B Preferred Securities
will be:
– for those Class B Preferred Securities held by the Property Trustee, so long as the Trust Preferred
Securities remain in book-entry form, and for Class B Preferred Securities held in book-entry form,
at the end of the Business Day immediately preceding the date on which the relevant Capital
Payment will be paid, and
– in all other cases, 15 Business Days prior to the relevant Payment Date.
Payment of Additional Amounts
All payments on the Class B Preferred Securities, and any amount payable in liquidation or upon
redemption thereof, will be made without any deduction or withholding for or on account of
Withholding Taxes, unless such deduction or withholding is required by law. The Company will pay,
as additional Capital Payments, such Additional Amounts as may be necessary in order that the net
amounts received by the holders of the Class B Preferred Securities and the Trust Preferred
Securities, after any deduction or withholding for or on account of Withholding Taxes, will equal the
amounts that otherwise would have been received in respect of the Class B Preferred Securities and
the Trust Preferred Securities, respectively, in the absence of such withholding or deduction.
No such Additional Amounts, however, will be payable in respect of the Class B Preferred Securities
and the Trust Preferred Securities:
– if and to the extent that the Company is unable to pay because such payment would exceed the
Distributable Profits of the Bank for the preceding fiscal year (after subtracting from such
Distributable Profits the amount of Capital Payments on the Class B Preferred Securities and any
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payments on Parity Securities, if any, already paid on the basis of such Distributable Profits on or
prior to the date on which such Additional Amounts will be payable);
– with respect to any Withholding Taxes that are payable by reason of a holder or beneficial owner
of the Class B Preferred Securities (other than the Trust) or Trust Preferred Securities having some
connection with the Relevant Jurisdiction other than by reason only of the mere holding of the
Class B Preferred Securities or the Trust Preferred Securities;
– with respect to any Withholding Taxes which are deducted or withheld pursuant to (i) any
European Union Directive or Regulation concerning the taxation of interest income, or (ii) any
international treaty or understanding relating to such taxation and to which the United States, the
European Union or Germany is a party, or (iii) any provision of law implementing, or complying
with, or introduced to conform with, such Directive, Regulation, treaty or understanding; or
– where such deduction or withholding can be avoided if the holder or beneficial owner of the Trust
Preferred Securities makes a declaration of non-residence or other similar claim for exemption to
the relevant tax authority or complies with any reasonable certification, documentation,
information or other reporting requirement imposed by the relevant tax authority; provided,
however, that the exclusion set forth in this clause shall not apply in respect of any certification,
information, documentation or other reporting requirement if such requirement would be
materially more onerous, in form, in procedure or in the substance of information disclosed, to
the holder or beneficial owner of Trust Preferred Securities than comparable information or other
reporting requirements imposed under U. S. tax law, regulation and administrative practice (such
as IRS Forms 1001, W-8 and W-9).
Voting and Enforcement Rights
The Class B Preferred Securities will have no voting rights except as expressly required by applicable
law or except as indicated below. In the event the holders of the Class B Preferred Securities are
entitled to vote as indicated below, each Class B Preferred Security shall be entitled to one vote on
matters on which holders of the Class B Preferred Securities are entitled to vote. In the event that:
– the Company fails to pay Capital Payments (plus Additional Amounts, if any) on the Class B
Preferred Securities at the Stated Rate in full for two consecutive Payment Periods (or, in the case
of any consecutive Payment Periods beginning on the Initial Redemption Date, for the Payment
Period beginning on the Initial Redemption Date and the next two succeeding Payment Periods,
and in the case of any consecutive Payment Periods beginning after the Initial Redemption Date,
for four consecutive Payment Periods); or
– a holder of the Class B Preferred Securities has notified the Company that the Bank has failed to
perform any obligation under the Support Undertaking and such failure continues for 60 days after
such notice is given, then the holders of the Class B Preferred Securities will have the right to
appoint the Independent Enforcement Director.
The Independent Enforcement Director will be appointed by resolution passed by a majority of the
holders of the Class B Preferred Securities entitled to vote thereon, as described in the LLC
Agreement, present in person or by proxy at a separate general meeting of the holders of the Class B
Preferred Securities convened for that purpose (which will be called at the request of any holder of a
Class B Preferred Security entitled to vote thereon) or by a consent in writing adopted by a majority of
the holders of the Class B Preferred Securities entitled to vote thereon. Any Independent Enforcement
Director so appointed will vacate office if, in such Independent Enforcement Director’s sole
determination:
– the Capital Payments (plus Additional Amounts thereon, if any) on the Class B Preferred Securities
have been made on the Class B Preferred Securities at the Stated Rate in full by the Company for
at least two consecutive Payment Periods (or, in the case of any consecutive Payment Periods
beginning on the Initial Redemption Date, for the Payment Period beginning on the Initial
Redemption Date and the next two succeeding Payment Periods, and in the case of any
consecutive Payment Periods beginning after the Initial Redemption Date, for four consecutive
Payment Periods) and
– the Bank is in compliance with its obligations under the Support Undertaking.
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Any such Independent Enforcement Director may be removed at any time, with or without cause by
(and will not be removed except by) the vote of a majority of the holders of the outstanding Class B
Preferred Securities entitled to vote, at a meeting of the Company’s securityholders, or of holders of
the Class B Preferred Securities entitled to vote thereon, called for that purpose. If the office of
Independent Enforcement Director will become vacant at any time during which the holders of the
Class B Preferred Securities are entitled to appoint an Independent Enforcement Director, the holders
of the Class B Preferred Securities will appoint an Independent Enforcement Director as provided
above.
The Independent Enforcement Director will be an additional member of the Board of Directors
referred to above and will have the sole authority, right and power to enforce and settle any claim of
the Company under the Support Undertaking. However, the Independent Enforcement Director will
have no right, power or authority to participate in the management of the business and affairs of the
Company by the Board of Directors except for:
– actions related to the enforcement of the Support Undertaking on behalf of the holders of the
Class B Preferred Securities, and
– the distribution of amounts paid pursuant to the Support Undertaking to the holders of the Class B
Preferred Securities.
No director, including the Independent Enforcement Director, will be a resident of the Federal
Republic of Germany.
So long as any Class B Preferred Securities are outstanding, the Company will not, without the
affirmative vote of at least 66 2 3% in aggregate liquidation preference amount of the Class B Preferred
Securities, voting separately as a class (excluding any Class B Preferred Securities held by the Bank or
any of its affiliates), (i) amend, alter, repeal or change any provision of the LLC Agreement (including
the terms of the Class B Preferred Securities) if such amendment, alteration, repeal or change would
materially adversely affect the rights, preferences, powers or privileges of the Class B Preferred
Securities, (ii) agree to modify or amend any provision of, or waive any default in the payment of any
amount under Obligations in any manner that would materially affect the interests of the holders of
Class B Preferred Securities, or (iii) effect any merger, consolidation, or business combination
involving the Company, or any sale of all or substantially all of the assets of the Company, provided,
that any such merger, consolidation, or business combination involving the Company, or any sale of
all or substantially all of the assets of the Company, also must comply with the requirements set forth
under “-Mergers, Consolidations and Sales”.
The Company will not, without the unanimous consent of all the holders of the Class B Preferred
Securities (excluding any Class B Preferred Securities held by the Bank or any of its affiliates), issue
any additional equity securities of the Company ranking prior to or pari passu with the Class B
Preferred Securities as to periodic distribution rights or rights on liquidation or dissolution of the
Company.
Notwithstanding that holders of the Class A Preferred Security or Class B Preferred Securities may
become entitled to vote or consent under any of the circumstances described in the LLC Agreement
or in the by-laws of the Company (the “By-laws”), any Class A Preferred Security or any of the Class B
Preferred Securities that are owned by the Bank, the Company or any of their respective affiliates
(other than the Trust), either directly or indirectly, will in such case not be entitled to vote or consent
and will, for the purposes of such vote or consent, be treated as if they were not outstanding, except
for a Class A Preferred Security or Class B Preferred Securities purchased or acquired by the Bank or
its subsidiaries or affiliates in connection with transactions effected by or for the account of
customers of the Bank or any of its subsidiaries or affiliates or in connection with the distribution or
trading of or market-making in connection with such Class A Preferred Security or Class B Preferred
Securities in the ordinary course of business. However, certain persons (other than subsidiaries or
affiliates of the Bank), excluding the Trust, to whom the Bank or any of its subsidiaries or affiliates
have pledged a Class A Preferred Security or Class B Preferred Securities may vote or consent with
respect to such pledged Class A Preferred Security or Class B Preferred Securities pursuant to the
terms of such pledge.
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Redemption of the Class B Preferred Securities
The Class B Preferred Securities are redeemable at the option of the Company, in whole but not in
part, on any Payment Date falling on or after the Initial Redemption Date, at the Redemption Price
plus Additional Amounts, if any. The Company may exercise its right to redeem the Class B Preferred
Securities only if it has (i) given at least 30 days’ prior notice (or such longer period as required by the
relevant regulatory authorities) to the holders of the Class B Preferred Securities (and the Trust
Preferred Securities) of its intention to redeem the Class B Preferred Securities on the Redemption
Date, and (ii) obtained any required regulatory approvals.
The Company will also have a right prior to the Initial Redemption Date, to redeem the Class B
Preferred Securities at any time, in whole but not in part, upon the occurrence of a Company Special
Redemption Event at the Early Redemption Price, plus Additional Amounts, if any.
No redemption of the Class B Preferred Securities for any reason may take place unless on the
Redemption Date: (i) the Company has sufficient funds (by reason of the Obligations, Permitted
Investments or the Support Undertaking) to pay the Redemption Price or the Early Redemption Price,
as the case may be, and to pay in full an amount corresponding to the Capital Payments accrued and
unpaid as of the Redemption Date, plus Additional Amounts, if any; (ii) the Bank has an amount of
Distributable Profits at least equal to the Capital Payments on the Class B Preferred Securities
accrued and unpaid as of the Redemption Date or the Make-Whole Amount, as applicable, plus in
each case Additional Amounts, if any; and (iii) no order of the BaFin (or any other relevant regulatory
authority) is in effect prohibiting the Bank from making any distributions (including to the holders of
Parity Securities, if any).
In the event that payment of any redemption price, in respect of any Class B Preferred Securities, is
improperly withheld or refused and not paid, Capital Payments on such Class B Preferred Securities
will continue to accrue from the Redemption Date to the date of actual payment of such redemption
price.
Any redemption of the Class B Preferred Securities, whether on a Payment Date on or after the Initial
Redemption Date or upon the occurrence of a Company Special Redemption Event, will not require
the vote or consent of any of the holders of the Class B Preferred Securities.
Redemption Procedures
Notice of any redemption of the Class B Preferred Securities (a “Redemption Notice”) will be given by
the Board of Directors on behalf of the Company by mail to the record holder of each Class B
Preferred Security to be redeemed not fewer than 30 days before the date fixed for redemption, or
such other time period as may be required by the relevant regulatory authorities. For purposes of the
calculation of the Redemption Date and the dates on which notices are given pursuant to the LLC
Agreement, a Redemption Notice will be deemed to be given on the day such notice is first mailed,
by first-class mail, postage prepaid, to holders of the Class B Preferred Securities. Each Redemption
Notice will be addressed to the holders of the Class B Preferred Securities at the address of each such
holder appearing in the books and records of the Company. No defect in the Redemption Notice or in
the mailing thereof with respect to any holder will affect the validity of the redemption proceedings
with respect to any other holder.
If the Company gives a Redemption Notice (which notice will be irrevocable) by 10:00 a. m., Frankfurt
time, on the Redemption Date, the Company, if the Class B Preferred Securities are in book-entry only
form with Euroclear or Clearstream, will deposit irrevocably with Euroclear or Clearstream funds
sufficient to pay the Redemption Price and will give Euroclear or Clearstream irrevocable instructions
and authority to pay the Redemption Price in respect of the Class B Preferred Securities held through
Euroclear or Clearstream in global form, or if the Class B Preferred Securities are held in definitive
form, will deposit with the Principal Paying Agent funds sufficient to pay the applicable redemption
price and will give to the Principal Paying Agent irrevocable instructions and authority to pay such
amounts to the holders of the Class B Preferred Securities, upon surrender of their certificates, by
check, mailed to the address of the relevant holder of the Class B Preferred Securities appearing on
the books and records of the Company on the Redemption Date.
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However, for so long as the Property Trustee will hold the Class B Preferred Securities, payment will
be made by wire in same day funds to the holder of the Class B Preferred Securities by 10:00 a. m.,
Frankfurt time, on the Redemption Date. Upon satisfaction of the foregoing conditions, then
immediately prior to the close of business on the date of payment, all rights of the holders of the
Class B Preferred Securities will cease, except the right of the holders to receive the applicable
redemption price, but without interest on such redemption price, and from and after the date fixed
for redemption, the Class B Preferred Securities will not accrue Capital Payments or bear interest.
If any Redemption Date that occurs before September 19, 2013 falls on a day that is not a Business
Day, payment of all amounts otherwise payable on such date will be made on next succeeding
Business Day, without adjustment, interest or further payment as a result of such delay in payment.
If any Redemption Date that occurs on or after September 19, 2013 falls on a day that is not a Business
Day, such Redemption Date shall be postponed to the next succeeding Business Day, unless it would
thereby fall into the next calendar month, in which case such Redemption Date shall be the
immediately preceding Business Day.
Liquidation Distribution
Upon liquidation of the Company, the holder of the Class A Preferred Security has a claim senior to
that of the holders of the Class B Preferred Securities, and the holders of the Class B Preferred
Securities have a claim senior to that of the holder of the Company Common Security; provided that
any payments made by the Bank pursuant to the Support Undertaking will be payable by the
Company solely to the holders of the Class B Preferred Securities. The holder of the Class A Preferred
Security will be entitled to receive the Obligations (including accrued and unpaid interest thereon) as
its liquidation distribution.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company,
holders of the Class B Preferred Securities will, subject to the limitations described below, be entitled
to receive the liquidation preference amount of such Class B Preferred Securities, plus, in each case,
accrued and unpaid Capital Payments in respect of the current Payment Period and Additional
Amounts, if any. The Company expects that the liquidation distribution to the holders of the Class B
Preferred Securities will be paid out of funds received from the Support Undertaking. The holders of
the Class B Preferred Securities will be entitled to receive their liquidation distribution before any
distribution of assets is made to the holder of the Company Common Security. Under the terms of
the LLC Agreement and to the fullest extent permitted by law, the Company will not be dissolved
until all obligations under the Support Undertaking have been paid in full pursuant to its terms.
Mergers, Consolidations and Sales
The Company may not consolidate, amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to, any corporation or other
body, except as described below. The Company may, with the consent of the holders of the Class B
Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by a limited
partnership, limited liability company or trust organized as such under the laws of any State of the
United States of America, provided, that:
– such successor entity either expressly assumes all of the obligations of the Company under the
Class B Preferred Securities or substitutes for the Class B Preferred Securities other securities
having substantially the same terms as the Class B Preferred Securities (the “Company Successor
Securities”) so long as the Company Successor Securities are not junior to any equity securities of
the successor entity, with respect to participation in the profits, distributions and assets of the
successor entity, except that they may rank junior to the Class A Preferred Security or any
successor Class A Preferred Security to the same extent that the Class B Preferred Securities rank
junior to the Class A Preferred Security;
– the Bank expressly acknowledges such successor entity as the holder of the Obligations and
holds, directly or indirectly, all of the voting securities (within the meaning of Rule 3a-5 under the
1940 Act) of such successor entity;
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– such consolidation, amalgamation, merger or replacement does not cause the Trust Preferred
Securities (or, in the event that the Trust is liquidated, the Class B Preferred Securities (including
any Company Successor Securities)) to be downgraded by any nationally recognized rating
organization;
– such consolidation, amalgamation, merger or replacement does not adversely affect the powers,
preferences and other special rights of the holders of the Trust Preferred Securities or Class B
Preferred Securities (including any Company Successor Securities) in any material respect;
– such successor entity has a purpose substantially identical to that of the Company;
– prior to such consolidation, amalgamation, merger or replacement, the Company has received an
opinion of a nationally recognized law firm experienced in such matters to the effect that:
– such successor entity will be treated as a partnership, and will not be classified as an
association or a publicly traded partnership taxable as a corporation, for United States federal
income tax purposes,
– such consolidation, amalgamation, merger or replacement would not cause the Trust to be
classified as other than a grantor trust for United States federal income tax purposes,
– following such consolidation, amalgamation, merger or replacement, such successor entity
will not be required to register under the 1940 Act, and
– such consolidation, amalgamation, merger or replacement will not adversely affect the limited
liability of the holders of the Class B Preferred Securities;
– the Bank provides an undertaking to the successor entity under the Company Successor Securities
equivalent to that provided by the Support Undertaking with respect to the Class B Preferred
Securities.
Book-Entry and Settlement
If the Class B Preferred Securities are distributed to holders of the Trust Preferred Securities in
connection with the involuntary or voluntary liquidation, dissolution, winding up or termination of
the Trust, the Class B Preferred Securities will be issued in the form of one or more global certificates
(each a “Global Security”) registered in the name of the nominee of Euroclear and Clearstream. For a
description of Euroclear and Clearstream and the specific terms of the depositary arrangement, see
“Description of the Trust Securities-Form, Book-Entry Procedures and Transfer”. As of the date of this
Offering Circular, the description herein of the book-entry system and practices of Euroclear and
Clearstream as they relate to purchases, transfers, notices and payments with respect to the Trust
Preferred Securities will apply in all material respects to any Class B Preferred Securities represented
by one or more Global Securities.
Registrar, Transfer Agent and Paying Agent
The Bank will act as registrar, transfer agent and paying agent for the Class B Preferred Securities.
Registration of transfers of the Class B Preferred Securities will be effected without charge by or on
behalf of the Company, but upon payment (with the giving of such indemnity as the Transfer Agent
may require) in respect of any tax or other governmental charges that may be imposed in relation to
it. The Transfer Agent will not be required to register or cause to be registered the transfer of the
Class B Preferred Securities after such Class B Preferred Securities have been called for redemption.
Miscellaneous
The Board of Directors is authorized and directed to conduct the affairs of the Company in such a way
that (i) the Company will not be deemed to be required to register under the 1940 Act and (ii) the
Company will not be treated as an association or as a “publicly traded partnership” (within the
meaning of Section 7704 of the Code) taxable as a corporation for United States federal income tax
purposes. In this connection, the Board of Directors is authorized to take any action, not inconsistent
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with applicable law or the LLC Agreement, that the Board of Directors determines in its discretion to
be necessary or desirable for such purposes, so long as such action does not adversely affect the
interests of the holders of the Class B Preferred Securities.
The Class B Preferred Securities may not be purchased by or transferred to any employee benefit plan
subject to Title I of the U. S. Employee Retirement Income Security Act of 1974, as amended, any plan
or arrangement subject to Section 4975 of the U. S. Internal Revenue Code of 1986, as amended, or
any entity whose underlying assets include the assets of any such employee benefit plans, plans or
arrangements.
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DESCRIPTION OF THE SUPPORT UNDERTAKING
The following summary sets forth the material terms and provisions of the Support Undertaking. This
summary is qualified in its entirety by reference to the terms and provisions of such agreement.
The Bank and the Company will enter into the Support Undertaking prior to the issuance of the Class
B Preferred Securities, pursuant to which the Bank will undertake that (i) the Company will at all times
be in a position to meet its obligations if and when such obligations are due and payable, including
Capital Payments declared (or deemed declared) on the Class B Preferred Securities and payments
due upon redemption of the Class B Preferred Securities (plus, in each case, Additional Amounts
thereon, if any), and (ii) in liquidation, the Company will have sufficient funds to pay the liquidation
preference amounts of the Class B Preferred Securities, plus any accrued and unpaid Capital
Payments for the then current Payment Period to but excluding the date of liquidation and Additional
Amounts, if any. The Bank will also undertake not to give any guarantee or similar undertaking with
respect to, or enter into any other agreement relating to the support of, any other preference shares
or similar securities of any other affiliated entity that would rank senior in any regard to the Support
Undertaking, unless the Support Undertaking is amended so that it ranks at least pari passu with and
contains substantially equivalent rights of priority as to payment as any such other guarantee or
other support agreement. So long as any Class B Preferred Securities remain outstanding, the
Support Undertaking may not be modified or terminated without the consent of the holders of the
Class B Preferred Securities except for such modifications that are not adverse to the interests of the
holders of the Class B Preferred Securities. The Support Undertaking is not a guarantee of any kind
that the Company will at any time have sufficient assets to declare a Capital Payment or other
distribution.
The Bank’s obligations under the Support Undertaking will be subordinated to all senior and
subordinated debt obligations of the Bank (including profit participation rights (Genussscheine)), will
rank pari passu with the most senior ranking preference shares of the Bank, if any, and will rank
senior to any other preference shares and the common shares of the Bank.
The holders of the Class B Preferred Securities will be third-party beneficiaries of the Support
Undertaking. As titleholder of the Class B Preferred Securities for the benefit of the holders of the
Trust Securities, the Property Trustee will have the power to exercise all rights, powers and privileges
with respect to the Class B Preferred Securities under the Support Undertaking. If a holder of the Class
B Preferred Securities has notified the Company that the Bank has failed to perform any obligation
under the Support Undertaking, and such failure continues for 60 days or more after such notice is
given, the holders of the Class B Preferred Securities (and the Trust Preferred Securities representing
Class B Preferred Securities) will have the right to appoint the Independent Enforcement Director,
who will be required to enforce the rights of the Company under the Support Undertaking.
All payments under the Support Undertaking will be distributed by the Company pro rata to holders
of the Class B Preferred Securities until the holders of the Class B Preferred Securities receive the full
amount payable under the Support Undertaking. So long as the Trust holds Class B Preferred
Securities, the Property Trustee will distribute such payments received by the Trust to the holders of
the Trust Preferred Securities pro rata.
The Bank will also undertake not to give any guarantee or similar undertaking with respect to, or
enter into any other agreement relating to the support of, any other preference shares or similar
securities of any other affiliated entity that would rank senior in any regard to the Support
Undertaking unless the Support Undertaking is amended so that it ranks at least pari passu with and
contains substantially equivalent rights of priority as to payment as any such other guarantee or
other support agreement.
The Support Undertaking will be governed by, and construed in accordance with, German law.
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DESCRIPTION OF THE SERVICES AGREEMENT
The following summary sets forth the material terms and provisions of the Services Agreement. This
summary is qualified in its entirety by reference to the terms and provisions of such agreement.
Under the Services Agreement, the Bank or a majority-owned affiliate will be obligated, among other
things, to provide legal, accounting, tax and other support services to the Trust and the Company, to
maintain compliance with all applicable U. S. and German local, state and federal laws, and to
provide administrative, recordkeeping and secretarial services for the Company and the Trust. The
fees and expenses of the Company and the Trust, including, in each case, any taxes, duties,
assessments or governmental charges of whatsoever nature (other than Withholding Taxes)
imposed by Germany, the United States or any other taxing authority upon the Company or the
Trust, and all other obligations of the Company and the Trust (other than with respect to the Trust
Securities or the Company Securities) will be paid by the Bank or a majority-owned affiliate pursuant
to the Services Agreement.
The Services Agreement does not prevent the Bank or any of its affiliates or employees from
engaging in any other activities. The Services Agreement has an initial term of five years and is
renewable automatically for additional five year periods unless the Company delivers a notice of
nonrenewal in accordance with the terms of the Services Agreement.
The Services Agreement will be governed by, and construed in accordance with, the laws of the State
of Delaware.
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DESCRIPTION OF THE TERMS OF THE INITIAL OBLIGATION
The following summary sets forth the material terms and provisions of the Initial Obligation. This
summary is qualified in its entirety by reference to the terms and provisions of the Initial Obligation.
General
The Principal Amount of the Initial Obligation will be 5 1,000,000,000 (subdivided into individual
notes, each with a nominal amount of 5 1,000) and will be equal to the sum of the aggregate
liquidation preference amount of the Class B Preferred Securities plus the aggregate amounts
contributed by the Bank in return for the Class A Preferred Security and the Company Common
Security. All of the proceeds from the issuance of the Class B Preferred Securities, together with the
funds contributed by the Bank in return for the Class A Preferred Security and the Company Common
Security, will be used by the Company to purchase the Initial Obligation. The aggregate Principal
Amount of the purchased Initial Obligation will be such that the aggregate interest income paid on
the Initial Obligation on any Interest Payment Date will be sufficient to make the aggregate Capital
Payments on the Class B Preferred Securities on a corresponding Payment Date. The purchase of the
Initial Obligation will occur contemporaneously with the issuance of the Class B Preferred Securities.
The Initial Obligation will not be listed on any stock exchange.
The Initial Obligation will consist of an issue of subordinated notes issued by the Bank on the Closing
Date which will mature on September 19, 2023 (the “Maturity Date”). Interest will be payable by the
Bank in Euros on each individual note comprising a portion of the Principal Amount, as follows:
(i) from and including September 19, 2003 until but not including September 19, 2013, annually in
arrears on September 19 of each year, commencing September 19, 2004, and (ii) from and including
September 19, 2013, quarterly in arrears on December 19, March 19, June 19 and September 19 of
each year. Interest payments payable on each Interest Payment Date will be calculated as provided
below and will accrue from and including the immediately preceding Interest Payment Date (or from
and including September 19, 2003 with respect to interest payable on September 19, 2004) to but
excluding the relevant Interest Payment Date or Obligation Redemption Date, as the case may be.
For each Interest Period ending before September 19, 2013, interest will accrue at a fixed rate of 5.33%
per annum, calculated on the basis of the actual number of days elapsed, divided by the actual
number of days (365 or 366) in the relevant Interest Period. For each Interest Period commencing on
or after September 19, 2013, interest will accrue on the Principal Amount at a rate per annum equal to
3-month EURIBOR for purposes of the Initial Obligation for such Interest Period plus 1.99%. 3-month
EURIBOR is as defined herein substituting Interest Period for Payment Period.
If any Interest Payment Date or Obligation Redemption Date that occurs before September 19, 2013
falls on a day that is not a Business Day, payment of all amounts otherwise payable on such date will
be made on the next succeeding Business Day, without adjustment, interest or further payment as a
result thereof. If any Interest Payment Date or Obligation Redemption Date that occurs on or after
September 19, 2013 falls on a day that is not a Business Day, such Interest Payment Date or
Obligation Redemption Date shall be postponed to the next succeeding Business Day, unless it
would thereby fall into the next calendar month, in which case such Interest Payment Date or
Obligation Redemption Date shall be the immediately preceding Business Day.
Payment of interest on the Initial Obligation and any repayment upon redemption thereof, will be
made without withholding or deduction for or on account of any present or future taxes, duties or
governmental charges of any nature whatsoever imposed, levied or collected by or on behalf of
Germany or any potential subdivision thereof or any other jurisdiction from which such payment is
made unless such deduction or withholding is required by law. In such event, the Bank or other
obligor will pay as additional interest such additional amounts (“Additional Interest Amounts”) as
may be necessary in order that the net amounts received by the Company will equal the amounts
that otherwise would have been received had no such withholding or deduction been required;
provided, that the obligation of the Bank or such obligor to pay such Additional Interest Amounts
shall not apply to:
– any tax which is payable otherwise than by deduction or withholding;
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– any tax imposed on the net income of the holder of the Initial Obligation or that is payable by
reason of the holder having some connection with the jurisdiction imposing such tax that is
payable by reason of a holder of the Initial Obligation having some connection with such
jurisdiction other than by reason only of the mere holding of the Initial Obligation;
– with respect to any Withholding Taxes which are deducted or withheld pursuant to (i) any
European Union Directive or Regulation concerning the taxation of interest income, or (ii) any
international treaty or understanding relating to such taxation and to which the United States, the
European Union or Germany is a party, or (iii) any provision of law implementing, or complying
with, or introduced to conform with, such Directive, Regulation, treaty or understanding; or
– any tax to the extent the same would not have been so imposed but for the presentation of any
Initial Obligation for payment on a date more than 15 days after the date on which payment
became due and payable or the date on which payment thereof is duly provided for, whichever
occurs later.
The Initial Obligation will not be redeemable prior to September 19, 2013 except upon the occurrence
of a (1) Regulatory Event, (2) a Tax Event or (3) an Investment Company Act Event with respect to the
Company, or in the event of replacement with Substitute Obligations. Subject to having obtained any
required regulatory approvals, the Bank may cause the redemption of the Initial Obligation in whole
but not in part prior to September 19, 2013, upon: (i) the occurrence of any of the events numbered
(1), (2) or (3) above and the election of the Company to redeem the Class B Preferred Securities and
(ii) at least 30 days’ prior notice, at a redemption price equal to the greater of (A) the Principal Amount
and (B) the Obligation Make-Whole Amount plus, in either case, accrued and unpaid interest and
Additional Interest Amounts, if any. Exercise of the Bank’s redemption right is conditional upon
replacement of the Principal Amount of the Obligation to be redeemed by paying in other, at least
equivalent own funds (haftendes Eigenkapital) within the meaning of the KWG, or prior approval of
the BaFin or any successor authority of such early redemption.
“Obligation Make-Whole Amount” means the amount as determined by the Quotation Agent, equal
to the sum of (i) the present value of a payment of the Principal Amount, discounted from the Initial
Redemption Date to the Obligation Redemption Date and (ii) the present values of all scheduled
annual interest payments, including payments of interest that would accrue from the Redemption
Date to the next Interest Payment Date (if the Obligation Redemption Date is not an Interest Payment
Date), at the Stated Rate during the period from the Obligation Redemption Date to and including the
Initial Obligation Redemption Date (the “Remaining Life”), discounted from such scheduled Interest
Payment Date to the Obligation Redemption Date. In each case, such present value shall be calculated
by discounting on an annual basis (assuming a year consisting of 365 or 366 days, respectively) at a
per annum rate equal to the applicable Adjusted Comparable Yield plus 0.35 %.
The Bank may, at its option, redeem the Initial Obligation, in whole or in part, on any Interest Payment
Date on or after the Initial Obligation Redemption Date (each an “Obligation Redemption Date”),
upon at least 30 days’ prior notice, subject to having obtained any required regulatory approvals.
Such redemption will be at a redemption price equal to the Principal Amount to be redeemed plus
accrued and unpaid interest thereon, and Additional Interest Amounts, if any. The Bank may not
cause any redemption of the Initial Obligation prior to the Maturity Date (except upon the occurrence
of a Company Special Redemption Event) unless (i) the Initial Obligation are replaced with Substitute
Obligations, or (ii) the Company is permitted and has elected to redeem the Class B Preferred
Securities as described above, in accordance with the LLC Agreement.
In the event of any default on the Obligations, the Company will enforce its rights for payment of any
overdue amounts, but will not be able to accelerate the maturity of the Initial Obligation.
Subordination
The Initial Obligation will be the general unsecured debt obligation of the Bank and in the liquidation
of the Bank will rank subordinate and junior to all senior indebtedness of the Bank and pari passu
with other subordinated obligations of the Bank. In the event of dissolution, liquidation, bankruptcy,
composition or other proceedings for the avoidance of bankruptcy of, or against, the Bank, such
85

obligations will be subordinated to the claims of all unsubordinated creditors of the Bank so that in
any event no amounts shall be payable under such obligations until the claims of all unsubordinated
creditors of the Bank shall have been satisfied in full.
The Company, as the holder of the Initial Obligation, will also agree by its acceptance thereof that it
waives any rights it may have to set off claims under the Initial Obligation against claims the Bank
may have against it. Pursuant to § 10, subparagraph (5a) of the German Banking Act, if the Bank
redeems, repurchases or repays the Initial Obligation prior to a date on which such redemption or
repayment is permitted under the terms thereof, notwithstanding any agreements to the contrary,
any amounts so paid to a holder of the Initial Obligation must be repaid to the Bank unless a
statutory exemption (replacement of the Principal Amount with at least equivalent own funds or
prior approval of the BaFin) applies.
The obligations of the Bank under the Initial Obligation may not be secured by any lien, security
interest or other encumbrance on any property of the Bank or any other person and, except as
permitted by applicable law, the Bank shall not, directly or indirectly, acquire for its own account,
finance for the account of any other person the acquisition of, or accept as security for any obligation
owed to it, any of the Initial Obligation. The Bank is also prohibited from amending the terms of the
Initial Obligation to limit the subordination provisions or change the Initial Obligation Redemption
Date to an earlier date.
Substitution; Redemption and Reinvesting of Proceeds
At any time, the Bank will have the right to (i) substitute another obligor on the Obligations, which
obligor will be the Bank or a majority-owned subsidiary that is consolidated with the Bank for
German bank regulatory purposes, or (ii) replace the Obligations with Substitute Obligations issued
by the Bank or a majority-owned subsidiary that is consolidated with the Bank for German bank
regulatory purposes with identical terms to those of the Initial Obligation; provided, in each case,
that (a) such substitution or replacement does not result in a Company Special Redemption Event
and (b) the Bank (which may act through a branch) guarantees on a subordinated basis, at least
equal to the ranking of the Initial Obligation, the obligations of the new substitute obligor.
After the Maturity Date, if the Class B Preferred Securities have not been redeemed, the Company will
invest in Permitted Investments. The Company will attempt to purchase Permitted Investments in the
following order of priority, to the extent the same are available (and within each category on terms
that are the best available in relation to providing funds for the payment of Capital Payments and the
redemption of the Class B Preferred Securities):
– first, obligations of one or more majority-owned subsidiaries of the Bank, unconditionally
guaranteed by the Bank (which may act through a branch) on a basis that ranks at least pari passu
with the Initial Obligation; or
– second, in the event such an investment is not available, in United States Treasury securities.
Governing Law
The Initial Obligation will be governed by the laws of Germany.
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TAXATION
The following is a summary of the principal United States federal income tax considerations to Non-
U. S. Holders (as defined below) of the purchase, ownership and disposition of the Trust Preferred
Securities and Class B Preferred Securities. This summary addresses only the tax consequences to a
person that, for United States federal tax purposes, is an individual who is not a citizen or resident of
the United States, a foreign corporation, or any other person not subject to United States federal
income tax on a net income tax basis in respect of an investment in the Trust Preferred Securities or
Class B Preferred Securities (a “Non-U.S. Holder”) and that acquires Trust Preferred Securities
pursuant to the Offering at the initial offering price. This summary is based upon the Internal
Revenue Code of 1986, as amended (the “Code”), Treasury regulations, Internal Revenue Service
rulings and pronouncements and judicial decisions as of the date hereof, all of which are subject to
change (possibly with retroactive effect).
PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT WITH THEIR OWN TAX ADVISORS AS TO
THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP
AND DISPOSITION OF THE TRUST PREFERRED SECURITES AND CLASS B PREFERRED SECURITIES,
AS WELL AS THE EFFECT ON ANY STATE, LOCAL OR FOREIGN TAX LAWS.
United States Federal Income Taxation
Assuming compliance with the terms of the Trust Agreement, the Trust will be treated as a grantor
trust and will not be taxable as a corporation for United States federal income tax purposes. As a
result, the Trust will not be subject to tax and each beneficial owner of Trust Preferred Securities will
be considered the beneficial owner of a corresponding amount of Class B Preferred Securities held by
the Trust. An exchange of Trust Preferred Securities for a corresponding amount of Class B Preferred
Securities represented by the Trust Preferred Securities, or of Class B Preferred Securities for a
corresponding amount of Trust Preferred Securities equal to the liquidation amount of such Trust
Preferred Securities, will not be a taxable event.
In purchasing the Trust Preferred Securities, each holder of Trust Preferred Securities agrees with the
Bank, the Company, and the Trustee that the Bank, the Company, the Trustee and the holders of Trust
Preferred Securities will treat holders of Trust Preferred Securities for all purposes as holders of an
undivided interest in Trust assets, including the Class B Preferred Securities, and not as holders of a
direct interest in the Bank or in any other person, and the following discussion is based on the
assumption that such treatment will apply for United States federal income tax purposes. Assuming
full compliance with the Company Agreement and Investment Policies, the Company will not be
classified as an association or “publicly traded partnership” taxable as a corporation and will not
itself be subject to United States federal income tax, but will be treated as a partnership for United
States federal income tax purposes. Accordingly, the Company will not be subject to tax and each
holder will be required to take into account its allocable share of items of income, gain, loss and
deduction of the Company in computing its United States federal income tax liability (but only to the
extent described in the following paragraph), regardless of whether distributions are made to the
holder.
The Company intends to operate so that it will not be engaged in a trade or business within the
United States for United States federal income tax purposes and to invest in securities the income
from which will be exempt from United States federal withholding tax. Accordingly, a Non-U.S.
Holder will not be subject to United States federal income tax, or withholding tax, on any income in
respect of Trust Preferred Securities or Class B Preferred Securities, unless such income or gain is
effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United
States. A Non-U.S. Holder will not be subject to United States federal income or withholding tax on
gain realized on the sale or exchange of the Trust Preferred Securities or Class B Preferred Securities,
unless (i) such gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or
business in the United States or (ii) the Non-U.S. Holder is an individual who was present in the
United States for 183 days or more in the taxable year of the sale and certain other conditions are
met as well.
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Information Returns and Certification
In general, a Non-U.S. Holder who holds Trust Preferred Securities through a non-U.S. bank or other
non-U.S. financial institution that is a participant in Euroclear or Clearstream that makes all payments
on the Trust Preferred Securities through an office outside the United States will not be required to
provide certification of non-U.S. status for withholding or backup withholding purposes. In other
contexts, however, including where a Non-U.S. Holder withdraws from the Trust and directly holds
the Class B Preferred Securities, a Non-U.S. Holder in order to eliminate U.S. information reporting
requirements and backup withholding tax will be required to comply with applicable certification
procedures to establish the holder’s non-U.S. status (by providing an IRS Form W-8BEN).
Prior to March 31 each year, the Company will furnish each beneficial owner of Class B Preferred
Securities that are not represented by Trust Preferred Securities (or, if such Class B Preferred
Securities are held by a nominee or custodian that does not comply with the requirements described
in the next paragraph, such nominee or custodian) with a copy of the relevant Schedule K-1 to the
Company’s annual tax return on Internal Revenue Service (“IRS”) Form 1065, setting forth such
beneficial owner’s allocable share of the Company’s income for the prior calendar years. Copies of
each Schedule K-1 will be provided to the IRS. The Company will not furnish beneficial owners of
Trust Preferred Securities with Schedules K-1. The Trust will, however, report to the IRS the amount
of income allocated each year to each beneficial owner of Trust Preferred Securities, in accordance
with applicable law.
Any person who holds Class B Preferred Securities as a nominee for another person is required to
disclose to the Company (a) the name, address and taxpayer identification number of the nominee
and each person for whom it holds Class B Preferred Securities; (b) whether each person for whom it
holds Class B Preferred Securities is (i) a person who is not a United States person (as defined in U. S.
Treasury regulations), (ii) a foreign government, an international organization or any wholly owned
agency or instrumentality of either of the foregoing, or (iii) a tax-exempt entity; (c) the amount and
description of Class B Preferred Securities held, acquired or transferred each year for each person for
whom it holds Class B Preferred Securities and (d) unless the Company has given the nominee a
written authorization to omit such information, certain other information regarding Class B Preferred
Securities that it holds as nominee, including the methods of acquisition and costs thereof and net
proceeds from transfers. Brokers and financial institutions that hold Class B Preferred Securities may
be required to furnish additional information about themselves and any Class B Preferred Securities
they may hold for their own accounts. Penalties may be imposed for failure to comply with these
requirements. These requirements do not apply to nominee holders of Trust Preferred Securities.
German Taxation
The following is a discussion of certain German tax considerations that may be relevant to a holder of
Trust Preferred Securities that is a resident of Germany or for which income in respect of the Trust
Preferred Securities is regarded as income from German sources, e. g., because such Trust Preferred
Securities form part of the business property of a permanent establishment or fixed base maintained
in Germany (a “German Holder”). The information contained in this summary is not to be construed
as tax advice. It is based on an interpretation of the German tax laws as of the date hereof and is
subject to change. Any such change may be applied retroactively and may adversely affect the tax
consequences described herein. This summary does not purport to deal with all aspects of taxation
that may be relevant to investors in the light of their individual circumstances. Prospective investors
are advised to consult their own tax advisors with respect to the tax consequences of purchasing,
holding, redeeming or disposing of Trust Preferred Securities.
Income Taxation
Capital Payments received by or, in specific cases, owed to a German Holder with respect to the Trust
Preferred Securities will be subject to German personal or corporate income tax (plus a “solidarity
surcharge” thereon, which is currently levied at 5.5%), and, in the case of a German Holder who is an
individual, may be subject to church tax. Upon the sale or redemption of the Trust Preferred
Securities, a German Holder will also be required to include in its taxable income the difference
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etween the amount realized on such sale or redemption and the cost of acquisition (or adjusted tax
base) of the Trust Preferred Securities. Income derived from the Trust Preferred Securities will also be
subject to German municipal trade tax on income (Gewerbeertragsteuer) if the Trust Preferred
Securities form part of the property of a German business establishment for trade tax purposes or
are held by a German corporate investor. A German Holder who is an individual and does not hold
the Trust Preferred Securities as a business asset will be entitled to a standard deduction
(Werbungskosten-Pauschbetrag) of 5 51 in computing his or her investment income (including
income derived from the Trust Preferred Securities) if no higher expenses are evidenced as well as
an exemption (Sparer-Freibetrag) of 5 1,550 with respect to such investment income. These amounts
are doubled for couples filing a joint tax return.
German Withholding Tax
If the Trust Preferred Securities are kept in a custodial account maintained by a German Holder with a
German bank or a German financial services institution, each as defined in the German Banking Act
(Kreditwesengesetz) (including a German branch of a foreign bank or a foreign financial services
institution, but excluding a foreign branch of a German bank or German financial services institution)
(a “German Disbursing Agent”), the German Disbursing Agent will generally be required to withhold
tax (Zinsabschlagsteuer) at a rate of 30% (plus solidarity surcharge thereon at a rate of 5.5%, resulting
in an aggregate withholding rate of 31.65%) of the gross amount paid as income with respect to the
Trust Preferred Securities. Upon the sale or redemption of the Trust Preferred Securities, a German
Disbursing Agent will generally be required to withhold tax at an aggregate rate of 31.65% on:
(i) the excess of the sale or redemption proceeds of the Trust Preferred Securities over the holder’s
acquisition cost, if the Trust Preferred Securities have been acquired through or purchased from
and have since been held in custody with such German Disbursing Agent, or
(ii) an amount equal to 30% of the sale or redemption proceeds of the Trust Preferred Securities, if the
Trust Preferred Securities have not been so held with such German Disbursing Agent.
Tax withheld by the German Disbursing Agent will be credited against the German Holder’s final
liability for personal or corporate income tax or refunded if in excess of such final tax liability.
Gift and Inheritance Taxation
The gratuitous transfer of the Trust Preferred Securities by a holder as a gift or by reason of death is
subject to German gift or inheritance tax, based on the market value of the Trust Preferred Securities
at the time of the transfer, if the holder of the Trust Preferred Securities or the recipient is a resident,
or deemed to be a resident, of Germany under German gift and inheritance tax law at the time of the
transfer. If neither the holder of the Trust Preferred Securities nor the recipient is a resident, or
deemed to be a resident, of Germany at the time of the transfer, no German gift or inheritance tax is
levied unless the Trust Preferred Securities form part of the property of a permanent establishment or
a fixed base maintained by the holder of the Trust Preferred Securities in Germany.
Other German Taxes
There are no German transfer, stamp or other similar taxes which would apply to the sale or transfer
of the Trust Preferred Securities. Net-worth tax (Vermögensteuer) ceased to be levied by Germany on
January 1, 1997 and trade tax on capital (Gewerbekapitalsteuer) ceased to be levied by Germany on
January 1, 1998.
European Union Savings Directive
On June 3, 2003, the Council of the European Union adopted a directive on the taxation of savings
income. Pursuant to the directive, a member state of the European Union will be required to provide
to the tax authorities of other member states information regarding payments of interest (or other
similar income) paid by a person within its jurisdiction to individual residents of such other member
states, except that Belgium, Luxembourg and Austria will instead operate a withholding system for a
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transitional period in relation to such payments. Subject to certain conditions, the provisions of the
directive will be effective as of January 1, 2005.
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PLAN OF DISTRIBUTION
Subject to the terms and conditions set forth in the Purchase Agreement among the Bank, the
Company, the Trust and the Managers, each Manager named below has agreed to purchase, and the
Trust has agreed to sell to such Manager, the number of Trust Preferred Securities set forth opposite
the name of such Manager:
in 5
Deutsche Bank AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 867,500,000
J.P. Morgan Securities Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,500,000
MPS Finance B.M. S.p.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000
Banca IMI S.p.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500,000
BNP Paribas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500,000
CDC IXIS Capital Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500,000
Coöperatieve Centrale Raiffeisen-Boerenleenbank B. A. . . . . . . . . . . . . . . . . . . . . . . . . . 7,500,000
Daiwa Securities SMBC Europe Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500,000
Danske Bank A/S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500,000
Landesbank Baden-Württemberg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500,000
Natexis Banques Populaires . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500,000
National Australia Bank Limited ABN 12 004 044 937 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500,000
The Royal Bank of Scotland plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500,000
UBS Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500,000
Westpac Banking Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000,000
Under the terms and conditions of the Purchase Agreement, the Managers will be committed to take
and pay for all shares of the Trust Preferred Securities offered hereby, if any are taken.
The purchase price for the Trust Preferred Securities will be the initial offering price of 5 1,000 per
Trust Preferred Security (the “Offering Price”). The Bank, as the holder of the Company Common
Security, will pay the Managers a combined commission of 5 10 per Trust Preferred Security. The
Managers propose to offer shares of the Trust Preferred Securities at the Offering Price. After the
Trust Preferred Securities are released for sale, the Offering Price and other selling terms may from
time to time be varied by the Managers.
In view of the fact that the proceeds from the sale of the Trust Preferred Securities will be used to
purchase the Initial Obligation, the Purchase Agreement provides that the Bank will reimburse the
Managers for certain expenses of the Offering.
The Bank and the Company have agreed to indemnify the Managers and certain other persons
against certain liabilities, including liabilities in connection with the Offering.
Each of the Managers and their affiliates have provided from time to time, and expect to provide in
the future, investment services to the Bank and its affiliates, for which the Managers or their affiliates
have received or will receive customary fees and commissions.
Selling Restrictions
Each of the Managers has represented and agreed that it has not offered, sold, or delivered and will not
offer, sell or deliver any of the Trust Preferred Securities directly or indirectly, or distribute this Offering
Circular or any other offering material relating to the Trust Preferred Securities, in or from any
jurisdiction except under circumstances that would result in compliance with the applicable laws and
regulations thereof and that will not impose any obligations on the Bank, the Company or the Trust.
United States
Each of the Managers has represented and agreed that, except as permitted by the Purchase
Agreement, it will not offer or sell the Trust Preferred Securities within the United States or to, or for
the account or benefit of, U. S. persons (i) as part of its distribution at any time or (ii) otherwise until
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40 days after the Closing Date, and it will have sent to each dealer to which it sells Trust Preferred
Securities during the 40-day restricted period a confirmation or other notice setting forth the
restrictions on offers and sales of the Trust Preferred Securities within the United States or to, or for
the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to
them by Regulation S under the Securities Act.
In addition, until 40 days after the commencement of the offering, an offer or sale of the Trust
Preferred Securities within the United States by any dealer (whether or not participating in the
offering) may violate the registration requirements of the Securities Act.
The Trust Preferred Securities may not be purchased by or transferred to any employee benefit plan
subject to Title I of the U. S. Employee Retirement Income Security Act of 1974, as amended, any plan
or arrangement subject to Section 4975 of the U. S. Internal Revenue Code of 1986, as amended, or
any entity whose underlying assets include the assets of any such employee benefit plans, plans or
arrangements.
United Kingdom
Each of the Managers has represented and agreed in the Purchase Agreement that:
(i) it has not offered or sold, and, prior to the expiry of six months from the Issue Date of the Trust
Preferred Securities will not offer or sell, any Trust Preferred Securities to persons in the United
Kingdom except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments, whether as principal or agent, for purposes of their
business or otherwise in circumstances which have not resulted and will not result in an offer to
the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations
1995,
(ii) 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 (“FSMA”) received by it in
connection with the issue or sale of any Trust Preferred Securities in circumstances in which
section 21(1) of the FSMA does not apply to the Company or the Trust, and
(iii) it has complied and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the Trust Preferred Securities in, from or otherwise involving the
United Kingdom.
Luxembourg
The Trust Preferred Securities will not be offered or sold to the public in or from Luxembourg or sold
by way of public offering to residents in Luxembourg. No advertisement or document or other
material may be distributed to the public or published in Luxembourg.
Germany
Each Manager has confirmed that it is aware that no German sales prospectus (Verkaufsprospekt) has
been or will be published in respect of the Offering; and each Manager has represented and agreed
that it will comply with the German Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz)
or any other laws applicable in Germany governing the issue, offering and sale of the Trust
Preferred Securities. In particular each Manager has undertaken not to engage in a public offering
(Öffentliches Anbieten) in Germany with respect to any Trust Preferred Securities otherwise than in
accordance with the Securities Sales Prospectus Act and any other act replacing or supplementing it
and all other applicable laws and regulations.
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Italy
Each Manager has represented and represents and agreed that the offering of the Trust Preferred
Securities has not been cleared by the Italian Securities Exchange Commission (CONSOB) pursuant
to Italian securities legislation and, accordingly, no Trust Preferred Securities may be offered, sold or
delivered, nor may copies of the Offering Circular or of any other document relating to the Trust
Preferred Securities be distributed in the Republic of Italy, except:
(i) to professional investors (investitori professionali), as defined in Article 31, second paragraph, of
CONSOB regulation no. 11522 of July 1, 1998, as amended; or
(ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to
Article 100 of Legislative Decree no. 58 of February 24, 1998 (the “Financial Services Act”) and
Article 33, first paragraph, of CONSOB regulation no. 11971 of May 14, 1999, as amended; or
(iii) to an Italian resident who submits an unsolicited offer to purchase the Trust Preferred Securities.
Each Manager has further represented and agreed that any offer, sale or delivery of the Trust
Preferred Securities or distribution of copies of the Offering Circular or any other document relating
to the Trust Preferred Securities in the Republic of Italy under (i) or (ii) above must be in compliance
with Italian securities, tax, exchange control and all other applicable laws and regulations and must
be made:
(a) by an investment firm, bank or financial intermediary permitted to conduct such activities in the
republic of Italy in accordance with the Financial Services Act and Legislative Decree no. 385 of
September 1, 1993 (the “Banking Act”), as amended; and
(b) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of
Italy pursuant to which the issue or placement of the securities in the Republic of Italy is
conditioned upon obtaining authorization from the Bank of Italy.
Any investor purchasing the securities is solely responsible for ensuring that any offer or resale of the
securities it purchases occurs in compliance with applicable laws and regulations.
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LEGAL MATTERS
Certain matters of Delaware law relating to the validity of the Trust Preferred Securities and the Class
B Preferred Securities will be passed upon for the Trust, the Company, the Delaware Trustee and the
Bank by Richards, Layton & Finger, P. A., Wilmington, Delaware. Certain matters of the law of
Germany, New York and the United States of America will be passed upon for the Trust, the
Company and the Bank by the legal department of the Bank and for the Managers by Cleary,
Gottlieb, Steen & Hamilton, Frankfurt am Main, Germany.
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AUDITORS
The independent auditors of the Bank are KPMG, Marie-Curie-Strasse 30, 60439 Frankfurt am Main,
Germany. KPMG audited Deutsche Bank’s annual financial statements for the years ending on
December 31, 2000, 2001 and 2002, which were prepared in accordance with the HGB. The
consolidated financial statements for the year ending December 31, 2000 were prepared in
accordance with the International Accounting Standards and audited by KPMG; for the years ending
31 December 2001 and 31 December, 2002 the consolidated financial statements were prepared in
accordance with U. S. GAAP and audited by KPMG. In each case the consolidated financial
statements fulfill the requirements of Section 292a HGB and an unqualified auditor’s certificate has
been provided.
CLEARING SYSTEMS AND SETTLEMENT
The Trust Preferred Securities have been accepted for clearance through the facilities of Euroclear
and Clearstream. The ISIN number, Common Code and German securities number (WKN) for the
Global Certificates are XS0176823424, 017682342, and 906 930, respectively.
Listing; Documents
GENERAL INFORMATION
Application has been made to list the Trust Preferred Securities on the Luxembourg Stock Exchange.
In connection with the listing application, a legal notice relating to the issue of the Trust Preferred
Securities and copies of the constitutional documents of the Bank have been deposited with the
Registre de Commerce et des SociØtØs à Luxembourg, where copies thereof will be available for
inspection and may be obtained upon request. Deutsche Bank Luxembourg S. A. is acting as Listing
Agent. So long as the Trust Preferred Securities are listed on the Luxembourg Stock Exchange, the
Bank will ensure that there is always a Luxembourg Paying and Transfer Agent (Agent chargØ du
service financier). Deutsche Bank Luxembourg S. A. will be the initial Luxembourg Paying and
Transfer Agent. So long as any of the Trust Preferred Securities remain outstanding and are listed on
the Luxembourg Stock Exchange, copies of the Trust Agreement, the LLC Agreement, the Support
Undertaking, as well as the terms and conditions of the Initial Obligation, will be available for
inspection at the office of the Luxembourg Paying and Transfer Agent specified below. In addition, so
long as any of the Trust Preferred Securities remain outstanding and are listed on the Luxembourg
Stock Exchange, copies of (A) the most recent published audited consolidated and non-consolidated
annual financial statements of the Bank, (B) the most recent published unaudited consolidated semiannual
and quarterly interim financial statements of the Bank and (C) the most recent audited
unconsolidated annual financial statements of each of the Company and the Trust will be obtainable
free of charge, during normal business hours, at the specified office of the Luxembourg Paying and
Transfer Agent at 2, Boulevard Konrad Adenauer, L-1115 Luxembourg.
Unless otherwise indicated in this Offering Circular, all of the agreements relating to this Offering are
dated as of the Issue Date.
A copy of the English translation of the By-laws of the Bank will be available free of charge so long as
any Trust Preferred Securities and/or Company Preferred Securities are outstanding at the specified
offices of the Luxembourg Paying and Transfer Agent.
Notices
The Luxembourg Stock Exchange will be notified, so long as the Trust Preferred Securities are listed
on the Luxembourg Stock Exchange, (i) if, for any Distribution Period, the Trust does not have
sufficient funds for the Property Trustee to pay Distributions to the holders of Trust Securities, (ii) of
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the occurrence of any Trust Special Redemption Event, (iii) of the redemption of any Trust Preferred
Securities, and (iv) of the substitution, by the Bank, of Substitute Obligations for the Initial Obligation.
Luxembourg Publications will be made, so long as the Trust Preferred Securities are listed on the
Luxembourg Stock Exchange, (i) if, for any Distribution Period, the Trust does not have sufficient
funds for the Property Trustee to make Distributions to the holders of Trust Securities, (ii) upon any
change of the Luxembourg Paying and Transfer Agent, and (iii) of the substitution, by the Bank, of
Substitute Obligations for the Initial Obligation.
Authorization
The issue of the Trust Preferred Securities will be authorized by the Trust, and the issue of the
Company Preferred Securities will be authorized by the Company, in each case on the Issue Date.
No Material Adverse Change
Except as disclosed in this Offering Circular, there has been no adverse change in the financial
position of the Bank since December 31, 2002 or of the Trust or the Company since their respective
dates of establishment (September 4, 2003 in the case of the Company and September 8, 2003 in the
case of the Trust), which is material in the context of the issue of the Trust Preferred Securities.
Litigation
Neither the Trust nor the Company are involved in any litigation, arbitration or administrative
proceeding relating to claims or amounts that are material in the context of the issues of the Trust
Preferred Securities and the Company Preferred Securities to which the Trust or the Company is a
party, nor, to the best of the knowledge and belief of the Trust or the Company, are there any
threatened litigation, arbitration or administrative proceedings relating to claims or amounts that are
material in the context of the issues of the Trust Preferred Securities and the Company Preferred
Securities that would in either case jeopardize their ability to discharge their respective obligations in
respect of the present issues of the Trust Preferred Securities and the Company Preferred Securities.
Except as disclosed in this Offering Circular, there are no litigation, arbitration or administrative
proceedings relating to claims or amounts that are material in the context of the issues of the Trust
Preferred Securities and the Company Preferred Securities to which the Bank is a party, nor, to the
best of the knowledge and belief of the Bank, are there any threatened litigation, arbitration or
administrative proceedings relating to claims or amounts that are material in the context of the
issues of the Trust Preferred Securities and the Company Preferred Securities that would in either
case jeopardize its ability to discharge its obligations under the Trust Preferred Securities and the
Company Preferred Securities.
For information on litigation involving the Bank, see “The Bank – Litigation.”
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GLOSSARY
“3-month EURIBOR” means, for any Payment Period, the 3-month EURIBOR rate (expressed as a rate
per annum) published on page 248 of the Telerate Monitor or on the Screen Page on the relevant
Reset Date at or about 11:00 a. m. (Brussels time) as the rate offered in the interbank market in the
Euro-zone for deposits in Euro for the relevant Payment Period.
“1940 Act” means the U. S. Investment Company Act of 1940, as amended.
“Additional Amounts” means such additional amounts payable by the Company or Trust pursuant to
the terms of the Class B Preferred Securities and the Trust Preferred Securities as additional Capital
Payments as may be necessary in order that the net amounts received by the holders of the Class B
Preferred Securities and the Trust Preferred Securities, after deduction or withholding for or on
account of any Withholding Taxes, on payments on and any amount payable in liquidation or on
repayment upon redemption thereof, will equal the amounts that otherwise would have been
received had no such deduction or withholding been required.
“Additional Interest Amounts” means any additional interest amounts payable by the Bank or other
obligor pursuant to the terms of the Initial Obligation as a result of deduction or withholding upon
payment of interest on the Initial Obligation or repayment upon redemption thereof.
“Adjusted Comparable Yield” means the yield three Business Days prior to the relevant Redemption
Date on the Euro benchmark security selected by the Quotation Agent, after consultation with the
Bank, as having a maturity comparable to the Remaining Life, that would be utilized, at the time of
selection and in accordance with customary banking practice, in pricing new issues of corporate
debt securities of comparable maturity.
“Administrative Action” means any judicial decision, official administrative pronouncement,
published or private ruling, regulatory procedure, notice or announcement (including any notice or
announcement of intent to adopt certain procedures or regulations) by any legislative body, court,
governmental authority or regulatory body.
“Annual Report” means the annual report of the Bank for the year ended December 31, 2002.
“BaFin” means the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht).
“Bank” means Deutsche Bank Aktiengesellschaft, Frankfurt am Main.
“billion” means one thousand million.
“Board of Directors” means the Board of Directors of the Company.
“Business Day” means a day on which TARGET (the Trans-European Automated Real Time Gross
Settlement Express Transfer System) is operating credit or transfer instructions in respect of
payments in Euro.
“By-laws” means the by-laws of the Company.
“Calculation Agent” means the Bank, and its successors, in its capacity as Calculation Agent with
respect to the Trust Preferred Securities, the Class B Preferred Securities and the Initial Obligation.
“Capital Payments” means the periodic distributions on the Trust Securities and the Class B Preferred
Securities.
“CI” means the Corporate Investments Group Division of the Bank.
“CIB” means the Corporate and Investment Bank Group Division of the Bank.
97

“Class A Preferred Security” means the noncumulative Class A Preferred Security representing an
ownership interest in the Company.
“Class B Preferred Securities” means the noncumulative Class B Preferred Securities evidencing
preferred ownership interests in the Company.
“Clearstream” means Clearstream Banking, sociØtØ anonyme, Luxembourg.
“Closing Date” means September 19, 2003.
“Code” means the Internal Revenue Code of 1986, as amended.
“Common Depositary” means the Bank, and its successors, in its capacity as Common Depositary for
Euroclear and Clearstream.
“Company” means Deutsche Bank Capital Funding LLC IV, a Delaware limited liability company.
“Company Common Security” means the voting common security representing an ownership
interest in the Company.
“Company Preferred Securities” means the Class B Preferred Securities and the Class A Preferred
Security.
“Company Special Redemption Event” means (i) a Regulatory Event, (ii) a Tax Event with respect to
the Company or (iii) an Investment Company Act Event with respect to the Company.
“Company Successor Securities” means other securities substituted for the Class B Preferred
Securities having substantially the same terms as the Class B Preferred Securities.
“DBSI“ means Deutsche Bank Securities Inc.
“Delaware Trustee” means Deutsche Bank Trust Company Delaware, in its capacity as Delaware
trustee of the Trust.
“Deutsche Bank Group” means the Bank and its consolidated subsidiaries.
“Distributable Profits” of the Bank for any fiscal year is the balance sheet profit (Bilanzgewinn) as of
the end of such fiscal year, as shown in the audited unconsolidated balance sheet of the Bank as of
the end of such fiscal year. Such balance sheet profit includes the annual surplus or loss
(Jahresüberschuß/-fehlbetrag), plus any profit carried forward from previous years, minus any loss
carried forward from previous years, plus transfers from capital reserves and earnings reserves,
minus allocations to earnings reserves, all as determined in accordance with the provisions of the
German Stock Corporation Act (Aktiengesetz) and accounting principles generally accepted in the
Federal Republic of Germany as described in the German Commercial Code (Handelsgesetzbuch)
and other applicable German law then in effect.
“Distribution Compliance Period” means the period until the 40th day after the later of the Closing
Date and the completion of the distribution of the Trust Preferred Securities.
“Early Redemption Price” means the greater of (A) the Redemption Price per Class B Preferred
Security and (B) the Make-Whole Amount, in each case, plus Additional Amounts, if any.
“Enforcement Event” under the Trust Agreement with respect to the Trust Securities means the
occurrence, at any time, of either (i) non-payment of Capital Payments (plus any Additional Amounts
thereon, if any) on the Trust Preferred Securities or the Class B Preferred Securities at the Stated Rate
in full, for two consecutive Payment Periods (or, in the case of any consecutive Payment Periods
beginning on the Initial Redemption Date, for the Payment Period beginning on the Initial
Redemption Date and the next two succeeding Payment Periods, and in the case of any Payment
Periods beginning after the Initial Redemption Date, for four consecutive Payment Periods), or (ii) a
98

default by the Bank in respect of any of its obligations under the Support Undertaking; provided, that,
pursuant to the Trust Agreement, the holder of the Trust Common Security will be deemed to have
waived any Enforcement Event with respect to the Trust Common Security until all Trust Enforcement
Events with respect to the Trust Preferred Securities have been cured, waived or otherwise
eliminated.
“Euro” and “5” means the lawful currency of the member states of the European Union (including
Germany) that have adopted the single currency in accordance with the Treaty establishing the
European Community, as amended by the Maastricht Treaty.
“Euroclear” means Euroclear Bank S. A./N. V., Brussels, as operator of the Euroclear system.
“Financial Institution” means a financial institution, other than a securities clearing organization or a
bank, that holds customers securities in the ordinary course of its trade or business.
“Fitch” means Fitch Ratings Ltd.
“FSMA” means the Financial Services and Markets Act 2000.
“Germany” means the Federal Republic of Germany.
“German Disbursing Agent” means a German bank or a German financial services institution, each
as defined in the German Banking Act (Kreditwesengesetz) (including a German branch of a foreign
bank or a foreign financial services institution, but excluding a foreign branch of a German bank or
German financial services institution) with which a German Holder maintains a custodial account in
which the Trust Preferred Securities are kept.
“German Holder” means a holder of Trust Preferred Securities that is a resident of Germany or for
which income in respect of the Trust Preferred Securities is regarded as income from German
sources, e. g., because such Trust Preferred Securities form part of the business property of a
permanent establishment or fixed base maintained in Germany.
“Global Certificates” means the Temporary Global Certificate and the Permanent Global Certificate.
“Global Security” means one or more global certificates representing the Class B Preferred Securities
if they are distributed to holders of the Trust Preferred Securities.
“HGB” means the German Commercial Code (Handelsgesetzbuch).
“Independent Enforcement Director” means the independent member of the Board of Directors
appointed by the holders of the Class B Preferred Securities if the Company fails to pay Capital
Payments (plus any Additional Amounts thereon, if any) for specified periods or if a holder of the
Class B Preferred Securities has notified the Company that the Bank has failed to perform any
obligation under the Support Undertaking and such failure continues for a specified period.
“Initial Obligation” means subordinated obligations of the Bank acquired by the Company using the
proceeds from the issuance of the Class B Preferred Securities, the Class A Preferred Security and the
Company Common Security.
“Initial Obligation Redemption Date” means September 19, 2013, the first day on which the Initial
Obligation is redeemable at the option of the Bank other than upon the occurrence of a Company
Special Redemption Event or in the event of replacement with Substitute Obligations.
“Initial Redemption Date” means September 19, 2013, the first day on which the Class B Preferred
Securities will be redeemable other than on the occurrence of a Company Special Redemption Event.
“Interest Payment Date” means, from and including September 19, 2003 until but not including
September 19, 2013, September 19 of each year, commencing September 19, 2004, and, from and
including September 19, 2013, December 19, March 19, June 19 and September 19 of each year.
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“Interest Period” means the period from and including the immediately preceding Interest Payment
Date (or September 19, 2003 with respect to interest payable on September 19, 2004) to but excluding
the relevant Interest Payment Date.
“Investment Company” means an investment company within the meaning of the 1940 Act.
“Investment Company Act Event” means the request and receipt by the Bank of an opinion of a
nationally recognized U. S. law firm experienced in such matters to the effect that there is more than
an insubstantial risk that the Company or the Trust is or will be considered an Investment Company
as a result of any judicial decision, pronouncement or interpretation (irrespective of the manner
made known), the adoption or amendment of any law, rule or regulation, or any notice or
announcement (including any notice or announcement of intent to adopt such law, rule or
regulation) by any U.S. legislative body, court, governmental agency, or regulatory authority, in each
case after the date of the issuance of the Company Securities and the Trust Securities.
“IRS” means the Internal Revenue Service.
“Issue Date” means September 19, 2003, the issue date of the Trust Preferred Securities.
“Junior Securities” means (i) common stock of the Bank, (ii) each class of preference shares of the
Bank ranking junior to Parity Securities of the Bank, if any, and any other instrument of the Bank
ranking pari passu therewith or junior thereto and (iii) preference shares or any other instrument of
any subsidiary of the Bank subject to any guarantee or support agreement of the Bank ranking junior
to the obligations of the Bank under the Support Undertaking.
“KWG” means the German Banking Act (Kreditwesengesetz).
“Lead Manager” means Deutsche Bank AG, London.
“Liquidation Preference Amount” means the liquidation preference amount of 5 1,000 per Trust
Preferred Security.
“LLC Act” means the Delaware Limited Liability Company Act, as amended.
“LLC Agreement” means the limited liability company agreement of the Company, as amended and
restated in its entirety prior to the issuance of Trust Preferred Securities.
“Luxembourg Paying and Transfer Agent” means Deutsche Bank Luxembourg S. A. and its
successors, in its capacity as paying and transfer agent (Agent chargØ du service financier) in
Luxembourg.
“Luxembourg Publication” means notices given by publication in a daily newspaper of general
circulation in Luxembourg or, if not practicable, in one of certain other specified newspapers.
“Maastricht Treaty” means the Treaty on European Union which amended the Treaty establishing the
European Community.
“Make-Whole Amount” means the amount as determined by the Quotation Agent, equal to the sum
of (i) the present value of a payment of the liquidation preference amount of the Class B Preferred
Securities, discounted from the Initial Redemption Date to the Redemption Date and (ii) the present
values of all scheduled annual Capital Payments (whether or not declared or deemed declared),
including Capital Payments that would accrue from the Redemption Date to the next Payment Date
(if the Redemption Date is not a Payment Date), at the Stated Rate during the Remaining Life,
discounted from such scheduled Payment Date to the Redemption Date.
“Managers” means the financial institutions named as Managers on the cover page hereof.
“Maturity Date” means September 19, 2023, the maturity date of the Initial Obligation.
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“Member Organization” means a direct or indirect account holder at a participant in Euroclear or
Clearstream.
“Moody’s” means Moody’s Investors Service, Inc.
“Non-U. S. Holder” means a holder of Trust Preferred Securities that is not a U. S. Person.
“Non-U. S. Persons” means persons who acquire Trust Preferred Securities in compliance with
Regulation S.
“Noon Buying Rate” means the noon buying rate in New York City for cable transfers in foreign
currencies as certified by the Federal Reserve Bank of New York on a given date.
“Obligation Make-Whole Amount” means the amount as determined by the Quotation Agent, equal
to the sum of (i) the present value of a payment of the Principal Amount, discounted from the Initial
Redemption Date to the Obligation Redemption Date and (ii) the present values of all scheduled
annual interest payments, including payments of interest that would accrue from the Obligation
Redemption Date to the next Interest Payment Date (if the Obligation Redemption Date is not an
Interest Payment Date), at the Stated Rate during the Obligation Remaining Life, discounted from
such scheduled Interest Payment Date to the Obligation Redemption Date.
“Obligation Redemption Date” means any Interest Payment Date on or after the Initial Obligation
Redemption Date.
“Obligation Remaining Life” means the period from the Obligation Redemption Date to and
including the Initial Obligation Redemption Date.
“Obligations” means the Initial Obligation and the Substitute Obligations.
“Offering” means the offering by Deutsche Bank Capital Funding Trust IV of the Trust Preferred
Securities.
“Offering Price” means the initial offering price of 5 1,000 per Trust Preferred Security.
“Operating Profits” of the Company for any Payment Period means the excess of the amounts
payable (whether or not paid) on the Obligations or, after the Maturity Date, on the Permitted
Investments that the Company may then hold in accordance with the LLC Agreement during such
Payment Period over any operating expenses of the Company not paid or reimbursed by the Bank or
one of its branches or affiliates during such Payment Period.
“Order” means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001.
“Parity Securities” means each class of the most senior ranking preference shares of the Bank, if any,
and Parity Subsidiary Securities.
“Parity Subsidiary Securities” means the most senior ranking preference shares or any other
instrument of any subsidiary of the Bank subject to any guarantee or support agreement of the Bank
ranking pari passu with the obligations of the Bank under the Support Undertaking.
“Payment Date” means, from and including September 19, 2003 until but not including September 19,
2013, September 19 of each year, commencing September 19, 2004, and, from and including
September 19, 2013, December 19, March 19, June 19 and September 19 of each year.
“Payment Period” means the period from and including the immediately preceding Payment Date (or
September 19, 2003, with respect to Capital Payments payable on September 19, 2004) to but
excluding the relevant Payment Date.
“PCAM” means the Private Clients and Asset Management Group Division of the Bank.
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“Permanent Global Certificate” means a permanent Global Certificate for which the Temporary
Certificate will be exchangeable, not earlier than 40 days after the closing date upon certification of
non-U. S. beneficial ownership.
“Permitted Investments” means investments by the Company in debt obligations of the Bank or one
or more majority-owned subsidiaries of the Bank, unconditionally guaranteed by the Bank (which
may act through a branch) on a subordinated basis at least equal to the ranking of the Initial
Obligation or, in the event such an investment is not available, in U. S. Treasury securities; provided,
in each case, that such investment does not result in a Company Special Redemption Event.
“Preferred Securities” means the Class A Preferred Security and the Class B Preferred Securities.
“Primary Treasury Dealer” means a primary U. S. Government securities dealer in New York City.
“Principal Amount” means, in connection with the Initial Obligation, 5 1,000,000,000.
“Principal Paying Agent” means Deutsche Bank Luxembourg S.A., and its successors, in its capacity
as Principal Paying Agent with respect to the Trust Preferred Securities.
“Property Account” means a segregated non-interest bearing trust account maintained exclusively
by the Property Trustee.
“Property Trustee” means The Bank of New York, in its capacity as trustee of the Trust.
“Qualified Subsidiary” means a subsidiary that is consolidated with the Bank for German bank
regulatory purposes of which more than fifty percent (50%) of the outstanding voting stock or other
equity interest entitled ordinarily to vote in the election of the directors or other governing body
(however designated) and of which more than fifty percent (50%) or the outstanding capital stock or
other equity interest is, at the time, beneficially owned or controlled directly or indirectly by the Bank,
which subsidiary meets the definition of “a company controlled by its parent company” as defined in
Rule 3a-5 under the 1940 Act.
“Quotation Agent” means the Bank and its successors; provided, however, that if the foregoing will
cease to be a Primary Treasury Dealer, the Bank has agreed in the LLC Agreement to substitute
therefor another Primary Treasury Dealer.
“Redemption Date” means the date of redemption of the Class B Preferred Securities.
“Redemption Notice” means notice of any redemption of the Class B Preferred Securities.
“Redemption Price” means a redemption price per Class B Preferred Security equal to the liquidation
preference amount thereof, plus any accrued and unpaid Capital Payments for the then current
Payment Period to but excluding the Redemption Date.
“Reference Banks” means four banks selected by the Calculation Agent whose offered rates were
used to determine the relevant quotation when such quotation last appeared on the Screen Page
prior to the relevant Reset Date.
“Regular Trustees” means two of the Trustees who are employees or officers of, or who are affiliated
with, the Bank.
“Regulation S” means Regulation S under the Securities Act.
“Regulatory Event” means that the Bank is notified by a relevant regulatory authority that, as a result
of the occurrence of any amendment to, or change (including any change that has been adopted but
has not yet become effective) in, the applicable banking laws of Germany (or any rules, regulations or
interpretations thereunder, including rulings of the relevant banking authorities) or the guidelines of
the Committee on Banking Supervision at the Bank for International Settlements, in each case
effective after the date of the issuance of the Company Securities and the Trust Securities, the Bank is
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not, or will not be, allowed to treat the Class B Preferred Securities as core capital or Tier 1 regulatory
capital for capital adequacy purposes on a consolidated basis.
“Relevant Jurisdiction” means the United States or Germany or, during any period during which
Substitute Obligations are outstanding, the jurisdiction of residence of any obligor on outstanding
Substitute Obligations (or any jurisdiction from which payments are made).
“Relevant Persons” means (i) persons who are outside the United Kingdom, (ii) investment
professionals falling within Article 19(5) of the Order and (iii) high net worth entities, and other
persons to whom this document may lawfully be communicated, falling within Article 49(2) of the
Order.
“Remaining Life” means the period from the Redemption Date to and including the Initial
Redemption Date.
“Reset Date” means the day falling two Business Days prior to the first day of the relevant Payment
Period.
“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.
“Screen Page” means page 248 of the Telerate Monitor (or such other screen page of Telerate or such
other information service that is designated as the successor to page 248 of the Telerate Monitor for
the purpose of displaying such rates.
“SEC” means the U. S. Securities and Exchange Commission.
“Securities Act” means the U. S. Securities Act of 1933, as amended.
“Services Agreement” means the services agreement among the Trust, the Company and the Bank or
a majority-owned affiliate of the Bank.
“Sponsor” means the Bank, in relation to the Trust Agreement.
“Stated Rate” means, for each Payment Period ending before September 19, 2013, 5.33% per annum,
calculated on the basis of the actual number of days elapsed, divided by the actual number of days
(365 or 366) in the respective Payment Period, and for each Payment Period beginning on or after
September 19, 2013, 3-month EURIBOR for such Payment Period plus 1.99%, calculated on the basis
of the actual number of days elapsed in a 360-day year.
“Substitute Obligations” means any obligation issued in substitution for the Initial Obligation.
“Successor Securities” means other securities having substantially the same terms as the Trust
Securities.
“Support Undertaking” means a support agreement between the Bank and the Company.
“Tax Event” means (A) the receipt by the Bank of an opinion of a nationally recognized law firm or
other tax adviser in a Relevant Jurisdiction, experienced in such matters, to the effect that, as a result
of (i) any amendment to, or clarification of, or change (including any announced prospective change)
in, the laws or treaties (or any regulations promulgated thereunder) of a Relevant Jurisdiction or any
political subdivision or taxing authority thereof or therein affecting taxation, (ii) any Administrative
Action, or (iii) any amendment to, clarification of, or change in the official position or the
interpretation of such Administrative Action or any interpretation or pronouncement that provides
for a position with respect to such Administrative Action that differs from the theretofore generally
accepted position, in each case, by any legislative body, court, governmental authority or regulatory
body, irrespective of the manner in which such amendment, clarification or change is made known,
which amendment, clarification or change is effective, or which pronouncement or decision is
announced, after the date of issuance of the Company Securities and the Trust Securities, there is
more than an insubstantial risk that (a) the Trust or the Company is or will be subject to more than a
103

de minimis amount of taxes, duties or other governmental charges, or (b) the Trust, the Company or
an obligor on the Obligations would be obligated to pay Additional Amounts or Additional Interest
Amounts, or (B) a final determination has been made by the German tax authorities to the effect that
the Bank, as obligor on the Obligations, may not, in the determination of its taxable income for the
purposes of determining German corporate income tax in any year, deduct in full interest payments
on the Obligations (except to the extent such interest payments are determined to be connected with
income of a branch that is not subject to taxation in Germany). However, none of the foregoing will
constitute a Tax Event if it may be avoided by the Bank, the Trust or the Company taking reasonable
measures under the circumstances.
“Temporary Global Certificate” means a temporary Global Certificate which will be exchangeable for
the Permanent Global Certificate not earlier than 40 days after the Closing Date upon certification of
non-U. S. beneficial ownership.
“Trust” means Deutsche Bank Capital Funding Trust IV, a statutory business trust created under the
laws of the State of Delaware.
“Trust Act” means the Delaware Statutory Trust Act, as amended.
“Trust Agreement” means the trust agreement among the Trustees and the Bank, as the Sponsor and
holder of the Trust Common Security, as amended and restated in its entirety prior to the issuance of
the Trust Preferred Securities.
“Trust Common Security” means the common security of the Trust.
“Trust Preferred Securities” means the 1,000,000 Noncumulative Trust Preferred Securities,
Liquidation Preference Amount 5 1,000 per security offered in the Offering.
“Trust Preferred Securityholder” means a person that acquires Trust Preferred Securities on their
original issue at their original Offering Price.
“Trust Securities” means the Trust Common Security together with the Trust Preferred Securities.
“Trust Special Redemption Event” means (i) a Tax Event solely with respect to the Trust, but not with
respect to the Company, or (ii) an Investment Company Act Event solely with respect to the Trust, but
not with respect to the Company.
“Trustees” means the four trustees of the Trust, pursuant to the Trust Agreement.
“U. S. GAAP” means accounting principles generally accepted in the United States.
“U. S. Holder” means a Trust Preferred Securityholder that is a citizen or resident of the United States,
a U. S. domestic corporation, or otherwise subject to U. S. federal income taxation on a net income
basis in respect of its investment in Trust Preferred Securities.
“U. S. Person” has the meaning given to it in Regulation S, unless otherwise specified.
“Withholding Taxes” means any present or future taxes, duties or governmental charges of any
nature whatsoever imposed, levied or collected by or on behalf of the United States or Germany or,
during any period in which any Substitute Obligations are outstanding, any Relevant Jurisdiction, or
by or on behalf of any political subdivision or authority therein or thereof having the power to tax.
104

PRINCIPAL PLACE OF BUSINESS OF THE BANK
Deutsche Bank Aktiengesellschaft
Taunusanlage 12
D-60325 Frankfurt am Main, Germany
THE COMPANY THE TRUST
Deutsche Bank Capital Funding LLC IV
c/o Deutsche Bank Trust Company Delaware
1011 Centre Road, Suite 200
Wilmington
Delaware 19805
PRINCIPAL PAYING AGENT
Deutsche Bank Aktiengesellschaft
Grosse Gallusstrasse 10–14
D-60272 Frankfurt am Main
Deutsche Bank Funding Trust IV
c/o Deutsche Bank Trust Company Delaware
1011 Centre Road, Suite 200
Wilmington
Delaware 19805
LUXEMBOURG PAYING AND TRANSFER AGENT
Deutsche Bank Luxembourg S. A.
2, Boulevard Konrad Adenauer
L-1115 Luxembourg
PROPERTY TRUSTEE DELAWARE TRUSTEE
The Bank of New York
101 Barclay Street, Floor 21 West
New York
New York 10286
LEGAL ADVISORS
To the Managers with regard to U.S. law
Cleary, Gottlieb, Steen & Hamilton
Main Tower
Neue Mainzer Strasse 52
D-60311 Frankfurt am Main
Deutsche Bank Trust Company Delaware
1011 Centre Road, Suite 200
Wilmington
Delaware 19805
To Deutsche Bank, the Company, the Trust and the Delaware Trustee with regard to Delaware law
Richards, Layton & Finger
One Rodney Square, 10th Floor
Wilmington, New Castle County
Delaware 19801
LISTING AGENT
Deutsche Bank Luxembourg S. A.
2, Boulevard Konrad Adenauer
L-1115 Luxembourg