Deutsche Postbank AG (incorporated as a stock corporation (Aktiengesellschaft) in the Federal Republic of Germany)

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1 2 nd Supplement Dated 8 February 2013 to the Debt Issuance Programme Prospectus dated 14 May 2012 Deutsche Postbank AG (incorporated as a stock corporation (Aktiengesellschaft) in the Federal Republic of Germany) Euro 15,000,000,000 Debt Issuance Programme for the issue of the Notes (including Pfandbriefe) (the "Programme") 2 nd Supplement dated 8 February 2013 to the Debt Issuance Programme Prospectus dated 14 May 2012 pursuant to Art. 16 (1) of directive 2003/71/EC and Art. 13 (1) of the Luxembourg act relating to prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières) (the "Luxembourg Prospectus Act") (the "Second Supplement"). This Second Supplement is supplemental to, and should be read in conjunction with the Debt Issuance Programme Prospectus dated 14 May 2012 as amended by the 1 st Supplement dated 16 August 2012 thereto (the First Supplement ) (together, the "Prospectus") relating to the EUR 15,000,000,000 Debt Issuance Programme of Deutsche Postbank AG (the "Debt Issuance Programme"). Therefore, with respect to future issues under the Debt Issuance Programme of Deutsche Postbank AG, references in the Final Terms to the Prospectus are to be read as references to the Prospectus as supplemented by the First Supplement and this Second Supplement. The Issuer has requested the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF") in its capacity as competent authority under the Luxembourg act relating to the Luxembourg Prospectus Act to provide the competent authorities in the Federal Republic of Germany, the United Kingdom, the Netherlands and the Republic of Austria with a certificate of approval attesting that the Second Supplement has been drawn up in accordance with Luxembourg Prospectus Act (each a "Notification"). The Issuer may request the CSSF to provide competent authorities in additional host Member States within the European Economic Area with a Notification. Capitalized terms used herein and not otherwise defined in this Second Supplement shall have the same meaning as in the Prospectus. The Prospectus (including this Second Supplement) and copies of all documents incorporated by reference in the Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange under and will be available free of charge at the specified office of the Issuer. The Prospectus will also be published on the website of the Issuer under https://ir.postbank.com/dip-prospectus.

2 I. GENERAL INFORMATION 1. Right to withdraw In accordance with article 13 (2) of the Luxembourg Prospectus Act, investors who have prior to the publication of this Second Supplement already agreed to purchase or subscribe for Notes to be issued under this Programme shall have the right, exercisable within two working days after the publication of this Second Supplement (on 12 February 2013 at the latest), to withdraw their acceptances provided that the Notes have not yet been delivered. A withdrawal, if any, of an order must be communicated in writing to the Issuer at its registered office, specified in the Address List of the Prospectus. 2. Responsibility Statement Deutsche Postbank AG, with its registered offices at Friedrich-Ebert-Allee , Bonn, Germany, is solely responsible for the information given in this Second Supplement. The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Second Supplement for which it is responsible, is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. II. AMENDMENTS TO PROSPECTUS The Prospectus is supplemented as follows: As per 31 December 2012 Mario Daberkow (IT/Operations), Horst Küpker (Financial Markets) and Dr. Michael Meyer (Retail) resigned from their office as member of the Management of Deutsche Postbank AG. As per 1 January 2013 Susanne Klöß (Product) and Ralph Müller (Chief Operating Officer) have been appointed by the Supervisory of Deutsche Postbank AG as General Manager (Generalbevollmächtigte) of Deutsche Postbank AG. As per 1 January 2013 Deutsche Postbank AG has terminated its rating by the Standard & Poors s rating agency. In view of its integration with the Deutsche Bank Group, three ratings are no longer necessary for Deutsche Postbank AG. For this reason, the bank has decided not to renew the Standard & Poors s bank rating agreement when it expires at the end of the year Accordingly, the Prospectus is hereby amended as follows: 1. Amendments to the section "RISK FACTORS" The paragraph under the heading "Postbank Group is exposed to risks of a possible decline in its ratings" on p. 39 of the Prospectus is hereby amended as follows: "Fitch Ratings Ltd. ("Fitch") and Moody s Investors Service ("Moody s") have rated Postbank s shortterm and long-term liabilities as well as its Pfandbriefe, securitizations and its financial strength. Depending on its ratings, Postbank's access to the capital markets may be limited and refinancing on the capital markets may be more expensive. Actual or anticipated downgrading of Postbank's ratings, caused by a deterioration of its financial condition or results of operations or other factors, may trigger an obligation to provide collateral for certain derivatives and secured refinancing transactions, and limit Postbank's ability to compete in certain long-term derivatives transactions. Ratings have a direct effect on the cost of borrowing and, accordingly, the market values of the securities issued under this Programme." - 2 -

3 2. Amendments to the section "DESCRIPTION OF POSTBANK GROUP" The table on p. 174 and 175 of the Prospectus setting forth the members of the management board, their main organizational responsibilities and their mandates outside Postbank Group is hereby amended as follows: "Frank Strauß (Chairman) Responsibilities: Group Management/Sales Deutsche Bank Bauspar AG, Frankfurt am Main; Chairman of the Supervisory norisbank GmbH, Berlin; Chairman of the Supervisory CORPUS SIREO Holding GmbH & Co. KG, Cologne; Member of the Advisory Marc Heß Responsibilities: Finance / Chief Financial Officer - Hans-Peter Schmid Responsibilities: Ralf Stemmer Responsibilities: Hans-Peter Storr Responsibilities: Branch Sales Bayerische Börse AG, Munich; Chairman of the Supervisory Talanx Deutschland Bancassurance GmbH, Hilden, Member of the Advisory Resources PB Pensionsfonds AG, Hilden; Member of the Supervisory Bundesanstalt für Post und Telekommunikation Deutsche Bundespost, Bonn; Member of the Administrative Chief Risk Officer norisbank GmbH, Berlin; Member of the Supervisory " The tables on p. 175 to 177 of the Prospectus setting forth the supervisory board are hereby amended as follows: "The following table shows the supervisory board members, their profession and their mandates outside Postbank Group elected by Postbank s shareholders as of the date of this Prospectus: Rainer Neske (Chairman) Member of the Management of Deutsche Bank AG, Bad Soden Deutsche Bank Privat- und Geschäftskunden AG, Frankfurt am Main; Chairman of the Supervisory Wilfried Boysen Prof. Dr. Edgar Ernst businessman, Hamburg ASKLEPIOS Kliniken Hamburg GmbH, Hamburg; Member of the Supervisory Hanse Marine-Versicherung AG, Hamburg; Chairman Member of the Supervisory President of the Financial Reporting Enforcement Panel, Bonn (Deutsche Prüfstelle für Rechnungslegung e.v.) Österreichische Post AG, Vienna (Austria); Member of the Supervisory Gildemeister AG, Bielefeld; Member of the Supervisory - 3 -

4 TUI AG, Berlin and Hanover; Member of the Supervisory Wincor Nixdorf AG, Paderborn; Member of the Supervisory Stefanie Heberling Managing Director of Deutsche Bank Privat- und Geschäftskunden AG - Lower Rhine Region, Wuppertal - Dr. Tessen von Heydebreck previously Member of the Management of Deutsche Bank AG and current Chairman of the of Deutsche Bank Foundation, Berlin Dussmann Verwaltungs AG, Frankfurt am Main; Member of the Supervisory Vattenfall Europe AG, Berlin; Member of the Supervisory Dr. Peter Hoch private, Munich - Dr. Christian Ricken bank employee, Deutsche Bank AG, Bad Homburg v.d.h. HuaXia Bank Co., Ltd, Beijing (People s Republic of China); Member of the of Directors norisbank GmbH, Berlin; Deputy Chairman of the Supervisory Deutsche Bank PBC SA, Warsaw (Poland); Member of the Supervisory Deutsche Privat- und Geschäftskunden AG, Frankfurt am Main; Member of the Supervisory Lawrence A. Rosen Member of the of Management of Deutsche Post AG, Bonn - Christian Sewing Werner Steinmüller Chief Credit Officer of Deutsche Bank Group, Osnabrück BHF-Bank Aktiengesellschaft, Frankfurt am Main; Member of the Supervisory Frankfurter Institut für Risikomanagement und Regulierung (FIRM), Frankfurt am Main; Vice Chairman of the Executive Member of the Group Executive Committee, Head of Global Transaction Banking, Deutsche Bank AG, Dreieich Deutsche Bank Luxembourg S.A., Luxembourg (Luxembourg); Member of the of Directors Deutsche Bank Nederland N.V., Amsterdam (The Netherlands); Chairman of the Supervisory True Sale International GmbH, Frankfurt am Main; Member of the Advisory The following table shows the supervisory board members who were elected by Postbank s employees as of the date of this Prospectus: Frank Bsirske (Deputy Chairman) Chairman of the ver.di Trade Union, Berlin Deutsche Lufthansa AG, Cologne; Deputy Chairman of the Supervisory RWE AG, Essen; Deputy Chairman of the Supervisory IBM Central Holding GmbH, Ehningen; Member of the Supervisory Kreditanstalt für Wiederaufbau, Frankfurt am Main; Member of the of Directors - 4 -

5 Rolf Bauermeister Susanne Bleidt Timo Heider Head of the National Postal Services Group at ver.di Trade Union (national administration), Berlin Deutsche Post AG, Bonn; Member of the Supervisory Member of Postbank Filialvertrieb AG s General Works Council, Bell ErholungsWerk Post, Postbank, Telekom e.v., Stuttgart; Member of the General Assembly of Members Chairman of the General Works Council of BHW Bausparkasse AG and Postbank Finanzberatung AG, Hamelin Pensionskasse der BHW Bausparkasse, Hamelin; Deputy Chairman of the Supervisory Hans-Jürgen Kummetat civil servant, Cologne - Bernd Rose Chairman of the General Works Council of Postbank Filialvertrieb AG / Postbank Filial GmbH, Menden (Sauerland) ver.di Vermögensverwaltungsgesellschaft mbh, Berlin; Deputy Chairman of the Supervisory Eric Stadler - Chairman of Betriebs-Center für Banken AG s Works Council, Markt Schwaben Gerd Tausendfreund Trade Union Secretary of ver.di Trade Union, Nidderau - Renate Treis Deputy Chair of Deutsche Postbank AG s General Works Council, Brühl Erholungswerk Post, Postbank, Telekom e.v., Stuttgart; Member of the General Assembly of Members Wolfgang Zimny banking lawyer, Bornheim -" The paragraph under the heading "Major Shareholders" on p. 178 of the Prospectus is hereby amended as follows: "Deutsche Bank is the controlling shareholder of Postbank. Deutsche Bank holds about 94 per cent of the share capital of Postbank, partially through subsidiaries per cent are directly held by Deutsche Bank and 54.3 per cent are held through the subsidiary DB Finanz-Holding GmbH per cent are held through the subsidiary DB Equity S.à.r.l., Luxembourg, which is a subsidiary of DB Valoren S.à.r.l., Luxembourg, about 6 per cent of the share capital of Postbank is free-float. Deutsche Bank AG is a banking institution and a stock corporation incorporated under the laws of Germany and has its registered office in Frankfurt am Main, Germany. Deutsche Bank AG 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. Deutsche Bank operates through four business divisions being - 5 -

6 Asset & Wealth Management, Corporate Banking & Securities, Global Transaction Banking and Private & Business Clients and additionally has created a Non-Core Operations unit which primarily enhances the process of shedding risk-weighted assets from non-core activities. The business division Private & Business Clients offers retail clients as well as small and medium sized business customers a variety of products, including accounts, loan and deposit services as well as investment advice. The majority holding in Postbank is part of the business division Private & Business Clients of Deutsche Bank. Postbank has entered a domination and profit and loss transfer agreement pursuant to Sec. 291 of the German Stock Corporation Act (Aktiengesetz) with DB Finanz-Holding GmbH (a wholly-owned subsidiary of Deutsche Bank) as controlling company, and Postbank as controlled company. On 30 March 2012, the of Management and the Supervisory of Postbank adopted a resolution on the conclusion of a control and profit and loss transfer agreement between Postbank as controlled company and DB Finanz-Holding GmbH, Frankfurt am Main (a wholly-owned subsidiary of Deutsche Bank AG), as controlling company. The agreement wasapproved by Postbank s general shareholders meeting as of 5 June 2012 and was subsequently registered in the commercial register of Postbank. It has been irrevocably validated through an order issued by the Higher Regional Court in Cologne on 11 September According to such domination and profit and loss transfer agreement, DB Finanz-Holding GmbH is entitled to manage and control Postbank, i.e., by issuing instructions relating to the management of Postbank. DB Finanz-Holding GmbH is further entitled to impose measures even if such measures might be detrimental to Postbank s interests but beneficial to the interests of Deutsche Bank. Moreover, Postbank is obliged to transfer its profit to DB Finanz-Holding GmbH and DB Finanz-Holding GmbH is in return obliged to compensate Postbank for losses to the extent that such loss is not compensated by withdrawing amounts from other profit reserves which were transferred to such reserves during the term of the agreement. For further details regarding the expected effects of Postbank s integration into the Deutsche Bank group please refer to Postbank s Management Report of the Group Annual Report as of 31 December 2011 and its subsection Expected development in the earnings situation at Postbank, incorporated by reference in this Prospectus (see section Documents Incorporated by Reference ). " The paragraph under the heading "Issuer Credit Ratings" on p. 180 of the Prospectus is hereby amended as follows: "Issuer Credit Ratings The credit ratings of Postbank as of the date of this Prospectus are as follows: Fitch Ratings Ltd. A+ (stable) Moody s Investors Service A2 (stable) " The paragraph under the heading "Programme Ratings" on p. 180 of the Prospectus is hereby amended as follows: "Programme Ratings The ratings assigned by the rating agencies to the Programme are as follows: Fitch Ratings Ltd. Short-Term Rating F1+ Long-Term Rating A

7 Moody s Investors Service Senior Unsecured A2 Subordinated Baa3 Short-Term P-1 " The paragraph under the heading "Registration under Regulation (EC) No 1060/2009 " on p. 181 of the Prospectus are hereby amended as follows: "Fitch Ratings Limited and Moody's Investors Service Ltd. are established in the European Union and, according to the list of registered and certified credit rating agencies published on the website of the European Securities and Markets Authority ("ESMA") (last updated 6 January 2012), are registered in accordance with Regulation (EC) No 1060/2009 of the European Parliament and of the Council of September 16, 2009 on credit rating agencies, as amended by Regulation (EU) No. 513/2011 of the European Parliament and of the Council of May 11, 2011 (the "Rating Regulation"). The current version of the list of credit rating agencies registered in accordance with the Rating Regulation may be retrieved from the website of the ESMA at In accordance with Article 18 (3) of the Rating Regulation, such list is updated within 5 working days following the adoption of a decision by ESMA pursuant to Article 16, 17 or 20 of the Rating Regulation." TO THE EXTENT THAT THERE IS ANY INCONSISTENCY BETWEEN (A) ANY STATEMENT IN THIS SUPPLEMENT AND (B) ANY STATEMENT IN OR INCORPORATED BY REFERENCE IN THE PROSPECTUS, THE STATEMENTS IN (A) ABOVE SHALL PREVAIL

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