50,000,000 European Style Index Put Warrants. relating to the Hang Seng Index. issued by. Deutsche Bank AG

Transcription

1 Supplemental Listing Document If you are in any doubt as to any aspect of this document, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, accountant or other professional adviser. Application has been made to the Singapore Exchange Securities Trading Limited (the SGX- ST ) for permission to deal in and for quotation of the Warrants (as defined below). The SGX-ST takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of Deutsche Bank AG, acting through its London branch, the Index (as defined below) or the Warrants. 50,000,000 European Style Index Put Warrants relating to the Hang Seng Index issued by Deutsche Bank AG (Incorporated under the laws of the Federal Republic of Germany) acting through its London branch (HSI DB EPW081031) Issue Price: S$0.695 per Warrant This document is published for the purpose of obtaining a listing of all the above warrants (the Warrants ) to be issued by Deutsche Bank AG (the Issuer ), acting through its London branch, and is supplemental to and should be read in conjunction with a base listing document dated 6 June 2008 (the Base Listing Document ), for the purpose of giving information with regard to the Issuer and the Warrants. Information relating to the Hang Seng Index (the Index ) is contained in this document. This document does not constitute or form part of any offer, or invitation, to subscribe for or to sell, or solicitation of any offer to subscribe for or to purchase, Warrants or other securities of the Issuer, nor is it calculated to invite, nor does it permit the making of, offers by the public to subscribe for or purchase for cash or other consideration the Warrants or other securities of the Issuer. Restrictions have been imposed on offers and sales of the Warrants and on distributions of documents relating thereto in the United States, Singapore and Hong Kong (see Placing and Sale contained herein).

2 Investors are warned that the price of the Warrants may fall in value as rapidly as it may rise and holders may sustain a total loss of their investment. Prospective purchasers should therefore ensure that they understand the nature of the Warrants and carefully study the risk factors set out in the Base Listing Document and pages 5 to 8 of this document before they invest in the Warrants. Application has been made to the SGX-ST for permission to deal in and for quotation of the Warrants and the SGX-ST has agreed in principle to grant permission to deal in and for quotation of the Warrants. It is expected that dealings in the Warrants will commence on or about 4 August As at the date hereof, the long term debt of the Issuer has been assigned a credit rating of Aa1 by Moody's and AA by Standard & Poor's. The Issuer is regulated by Bundesanstalt für Finanzdienstleistungsaufsicht and for the purpose of investment business in the United Kingdom is regulated by the Financial Services Authority. 1 August

3 Subject as set out below, the Issuer accepts full responsibility for the accuracy of the information contained in this document and the Base Listing Document in relation to itself and the Warrants. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this document and the Base Listing Document for which it accepts responsibility (subject as set out below in respect of the information contained herein with regard to the Index) is in accordance with the facts and does not omit anything likely to affect the import of such information. The information with regard to the Index as set out herein is extracted from publicly available information. The Issuer accepts responsibility only for the accurate reproduction of such information. No further or other responsibility or liability in respect of such information is accepted by the Issuer. No person has been authorised to give any information or to make any representation other than those contained in this document in connection with the offering of the Warrants, and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer. Neither the delivery of this document nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Issuer or its subsidiaries and affiliates since the date hereof. This document does not constitute an offer by, or an invitation on behalf of, the Issuer to purchase or subscribe for any of the Warrants. The distribution of this document and the offering of the Warrants may, in certain jurisdictions, be restricted by law. The Issuer requires persons into whose possession this document comes to inform themselves of and observe all such restrictions. In particular, the Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) unless the Warrants are registered under the Securities Act or any exemption from registration is available. Subject to certain exemptions, Warrants, or interests therein, may not at any time be offered, sold, resold or delivered within the United States or to, or for the account or benefit of, U.S. persons. A further description of certain restrictions on offering and sale of the Warrants and distribution of this document is given in the section headed Placing and Sale contained herein. The SGX-ST has made no assessment of, nor taken any responsibility for, the financial soundness of the Issuer or the merits of investing in the Warrants, nor have they verified the accuracy or the truthfulness of statements made or opinions expressed in this document. The Issuer and/or any of its affiliates may repurchase Warrants at any time on or after the date of issue and any Warrants so repurchased may be offered from time to time in one or more transactions in the over-the-counter market or otherwise at prevailing market prices or in negotiated transactions, at the discretion of the Issuer. Investors should not therefore make any assumption as to the number of Warrants in issue at any time. References in this document to the Conditions shall mean references to the Terms and Conditions of the European Style Index Put Warrants contained in the Base Listing Document. Terms not defined herein shall have the meanings ascribed thereto in the Conditions. 3

4 Table of Contents Page Risk Factors 5 Terms and Conditions of the Warrants 9 Terms and Conditions of the European Style Index Put Warrants 11 Summary of the Issue 21 Information relating to the Hang Seng Index 23 Information relating to the Designated Market Maker 29 Supplemental Information relating to the Issuer 31 Supplemental General Information 32 Placing and Sale 34 Appendix 4

5 RISK FACTORS (a) The price of the Warrants may fall in value as rapidly as it may rise and Warrantholders may sustain a total loss of their investment. In order to recover and realise a return upon an investment in Warrants, the investor in the Warrants must generally be correct about the direction, timing and magnitude of an anticipated change in the level or value of any relevant underlying shares or underlying indices, as the case may be. The Cash Settlement Amount at any time prior to expiration is typically expected to be less than the trading price of such Warrants at that time. The difference between the trading price and the Cash Settlement Amount will reflect, among other things, a time value for the Warrants. The time value of the Warrants will depend partly upon the length of the period remaining to expiration, expectations concerning the value of the Index or other basis of reference as specified in the Supplemental Listing Document. Warrants offer hedging and investment diversification opportunities but also pose some additional risks with regard to interim value. The interim value of the Warrants varies with the price level of the Index or other basis of reference as specified in the Supplemental Listing Document, as well as by a number of other interrelated factors, including those specified herein. Before exercising or selling Warrants, Warrantholders should carefully consider, among other things, (i) the trading price of the Warrants; (ii) the value and volatility of the Index; (iii) the time remaining to expiration; (iv) the probable range of the Cash Settlement Amounts; (v) any change(s) in interim interest rates and dividend yields; (vi) any change(s) in currency exchange rates; (vii) the depth of the market or liquidity of futures contracts relating to the Index; (viii) any related transaction costs; and (ix) the creditworthiness of the Issuer. (b) (c) The Warrants constitute general unsecured contractual obligations of the Issuer and of no other person and will rank equally (save for certain obligations required to be preferred by law) with the Issuer s other general unsecured contractual obligations. If you purchase the Warrants you are relying upon the creditworthiness of the Issuer and have no rights under the Warrants against any companies constituting the Index. In particular, it should be noted that the Issuer issues a large number of financial instruments, including the Warrants, on a global basis. The number of such financial instruments outstanding at any time may be substantial. The Issuer has substantially no obligation to a Warrantholder other than to pay amounts in accordance with the terms thereof as set forth herein. The Issuer does not in any respect underwrite or guarantee the performance of any Warrant. Any profit or loss realised by a Warrantholder in respect of a Warrant upon exercise or otherwise due to changes in the value of such Warrant, or the Index, is solely for the account of such Warrantholder. In addition, the Issuer shall have the absolute discretion to put in place any hedging transaction or arrangement which it deems appropriate in connection with any Warrant or the Index. A reduction in the rating, if any, accorded to outstanding debt securities of the Issuer by any one of its rating agencies could result in a reduction in the trading value of the Warrants. If, whilst any of the Warrants remain unexercised, trading on the shares or securities relating to or constituting the Index is suspended on the relevant stock exchange, trading of options or futures relating to the Index on any options or futures exchanges is suspended, or options or futures generally on any options and/or futures exchanges on which options or futures relating to the Index are traded is suspended, or if the Index for whatever reason is not calculated, trading in the Warrants will be suspended for a similar period. 5

6 (d) (e) (f) (g) (h) (i) (j) Investors should also note that there will be a time lag following the time the Warrants are exercised (or automatically exercised) before the applicable Cash Settlement Amount relating to such exercise is paid to the Warrantholders. See Condition 4 in the section headed Terms and Conditions of the European Style Index Put Warrants. Investors should note that an investment in the Warrants involves valuation risks in relation to the underlying asset. Certain (but not all) events relating to the Index require or, as the case may be, permit the Issuer to make certain adjustments or amendments to the Conditions. However, the Issuer is not required to make an adjustment for every event that affects the Index. If an event occurs that does not require the Issuer to adjust the terms of the Conditions, the market price of the Warrants and the return upon the exercise of the Warrants may be affected. Certain events relating to the Index permit the Issuer to make certain determinations in respect of the Index. A level for the Index may be published by the Index Sponsor at a time when one or more shares constituting the Index are not trading. If this occurs on a Valuation Date (as defined in the Conditions) and there is no Market Disruption Event under the terms of the relevant Warrants then the closing level of the Index may be calculated by reference to the remaining shares in the Index. In addition, certain events relating to the Index (including a material change in the formula or the method of calculating the Index or a failure to publish the Index) permits the Issuer to determine the level of the Index on the basis of the formula or method last in effect prior to such change of formula. The Warrants are only exercisable on the Expiry Date and may not be exercised by Warrantholders prior to such Expiry Date. Accordingly, if on such Expiry Date the Cash Settlement Amount is zero or negative, a Warrantholder will lose the value of his investment. Investors should note that they are exposed to an exchange rate risk as the Cash Settlement Amount is converted from a foreign currency into Singapore dollars. Exchange rates between currencies are determined by forces of supply and demand in the foreign exchange markets. These forces are, in turn, affected by factors such as international balances of payments and other economic and financial conditions, government intervention in currency markets and currency trading speculation. Fluctuations in foreign exchange rates, foreign political and economic developments, and the imposition of exchange controls or other foreign governmental laws or restrictions applicable to such investments may affect the foreign currency market price and the exchange rate-adjusted equivalent price of the Warrants. Fluctuations in the exchange rate of any one currency may be offset by fluctuations in the exchange rate of other relevant currencies. It is not possible to predict whether the secondary market for any series of Warrants will be liquid or illiquid. The Issuer intends to apply to list each series of Warrants on the SGX-ST. If a series of Warrants is listed on the SGX-ST, there can be no assurance that any such listing can be maintained. The Issuer, acting through its appointed designated market maker, may be the only market participant for the Warrants and therefore the secondary market for the Warrants may be limited. The price of the Warrants also depends on the supply and demand for the Warrants in the market and the price at which the Warrants is trading at any time may differ from the underlying valuation of the Warrants because of market inefficiencies. It is not possible to predict the secondary market for the Warrants. The more limited the secondary 6

7 market is for any particular series of the Warrants, the more difficult it may be for the holders thereof to realise value for such Warrants prior to the expiry date of the Warrants. (k) (l) (m) Prospective investors intending to purchase the Warrants to hedge against the market risk associated with investing in, or otherwise having an exposure to, the Index should recognise the risks of utilising the Warrants in this manner. There is no assurance that the value of the Warrants will correlate with movements of the Index. Therefore it is possible that investors could suffer substantial losses in the Warrants notwithstanding any losses suffered with respect to investments in or exposures to the Index. Two or more risk factors may simultaneously have an effect on the value of a Warrant such that the effect of any individual risk factor may not be predicted. No assurance can be given as to the effect any combination of risk factors may have on the value of a Warrant. Various potential and actual conflicts of interest may arise from the overall activities of the Issuer and any of its subsidiaries and affiliates. The Issuer and any of its subsidiaries and affiliates constitute a diversified financial services group with relationships in countries around the world. These entities engage in a wide range of commercial and investment banking, brokerage, funds management, hedging transactions and investment and other activities for their own account or the account of others. In addition, the Issuer and any of its subsidiaries and affiliates, in connection with their other business activities, may possess or acquire material information about the Index. Such activities and information may involve or otherwise affect the Index in a manner that may cause consequences adverse to the Warrantholders or otherwise create conflicts of interests in connection with the issue of Warrants by the Issuer. Such actions and conflicts may include, without limitation, the exercise of voting power, the purchase and sale of securities, financial advisory relationships and exercise of creditor rights. The Issuer and any of its subsidiaries and affiliates have no obligation to disclose such information about the Index or such activities. The Issuer and any of its subsidiaries and affiliates and their officers and directors may engage in any such activities without regard to the issue of Warrants by the Issuer or the effect that such activities may directly or indirectly have on any Warrant. (n) (o) In the ordinary course of their business, including without limitation in connection with the Issuer or its appointed designated market maker s market making activities, the Issuer and any of its subsidiaries and affiliates may effect transactions for their own account or for the account of their customers and hold long or short positions in the Index or related derivatives. In addition, in connection with the offering of any Warrants, the Issuer and any of its subsidiaries and affiliates may enter into one or more hedging transactions with respect to the Index or related derivatives. In connection with such hedging or market-making activities or with respect to proprietary or other trading activities by the Issuer and any of its subsidiaries and its affiliates, the Issuer and any of its subsidiaries and affiliates may enter into transactions in the Index or related derivatives which may affect the market price, liquidity or value of the Warrants and which may affect the interests of Warrantholders. The Warrants are volatile instruments and they are also leveraged investment products. The amount of initial investment which is the premium for the Warrants is small relative to the value of the contract so that transactions are leveraged or geared. A relatively small market movement will have a proportionately larger impact on the premium a Warrantholder has paid for the Warrants. 7

8 (p) As the Warrants are represented by a global warrant certificate which will be deposited with The Central Depository (Pte) Limited ( CDP ): (i) (ii) (iii) (iv) investors should note that no definitive certificates will be issued in relation to the Warrants; there will be no register of Warrantholders and each person who is for the time being shown in the records maintained by CDP as entitled to a particular number of Warrants by way of interest (to the extent of such number) in the global warrant certificate in respect of those Warrants represented thereby shall be treated as the holder of such number of Warrants; investors will need to rely on any statements received from their brokers/custodians as evidence of their interest in the Warrants; and notices to such Warrantholders will be published on the web-site of the SGX-ST. Investors will need to check the web-site of the SGX-ST and/or rely on their brokers/custodians to obtain such notices. 8

9 TERMS AND CONDITIONS OF THE WARRANTS The following are the terms and conditions of the Warrants and should be read in conjunction with, and are qualified by reference to, the other information set out in this document and the Base Listing Document. The Conditions are set out in the section headed Terms and Conditions of the European Style Index Put Warrants in the Base Listing Document. For the purposes of the Conditions, the following terms shall have the following meanings: Warrants: Index: Index Sponsor: Exercise Amount: Exercise Price: 50,000,000 European Style Index Put Warrants relating to the Index Hang Seng Index Hang Seng Indexes Company Limited 1,000 Warrants 22, per 500 Warrants Closing Date: 1 August 2008 Dealing Commencement Date: 4 August 2008 Expiry Date: Board Lot: Valuation Date: Final Reference Level: Reference Currency: Settlement Currency: Exercise: 31 October 2008 (subject to adjustment of the Valuation Date upon the occurrence of Market Disruption Event(s) as set out in the Conditions of the Warrants) 1,000 Warrants The day on which the final settlement price for settling the Hang Seng Index October 2008 Futures Contracts is published (subject to adjustment upon the occurrence of Market Disruption Event(s) as set out in the Conditions of the Warrants) The final settlement price for settling the Hang Seng Index October 2008 Futures Contracts Hong Kong dollars ( HK$ ), the lawful currency of Hong Kong Special Administrative Region, People s Republic of China Singapore dollars ( S$ ), the lawful currency of Singapore Warrantholders shall not be required to deliver an exercise notice. Exercise of Warrants shall be determined by whether the Cash Settlement Amount is positive. If the Cash Settlement Amount is positive, all Warrants shall be deemed to have been automatically exercised at 10:00 a.m. (Singapore time) on the Expiry Date. The Cash Settlement Amount less the Exercise Expenses in respect of 9

10 the Warrants shall be paid in the manner set out in Condition 4(c) of the Warrants. In the event the Cash Settlement Amount is zero or negative, all Warrants shall be deemed to have expired at 10:01 a.m. (Singapore time) on the Expiry Date and Warrantholders shall not be entitled to receive any payment from the Issuer in respect of the Warrants. Multiplier: Cash Settlement Amount: (i.e. every 500 Warrants initially relate to one index unit) In respect of each Warrant, the amount in the Settlement Currency equal to (A) divided by (B), where: (A) is equal to the greater of (a) (i) the Index Currency Amount multiplied by (ii) (1) the Exercise Price minus the Final Reference Level multiplied by (2) the Multiplier and (b) zero; and (B) is equal to the prevailing rate of exchange between the Reference Currency and the Settlement Currency (expressed as the number of units of the Reference Currency per one unit of the Settlement Currency) on the Expiry Date at or about 5:00 p.m. (Singapore time), as determined by the Issuer by reference to such source(s) as the Issuer may reasonably determine to be appropriate at such time. The Cash Settlement Amount shall be despatched as soon as practicable and no later than five Settlement Business Days following the Expiry Date in the manner as described in the Conditions. Index Currency Amount: Exchange: Settlement Business Day: Warrant Agent: HK$1 The Stock Exchange of Hong Kong Limited A day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in Singapore and which is also a Business Day The Central Depository (Pte) Limited 10

11 The Conditions set out in the section headed Terms and Conditions of the European Style Index Put Warrants in the Base Listing Document are set out below. This section is qualified in its entirety by reference to the detailed information appearing elsewhere in this document which shall, to the extent so specified or to the extent inconsistent with the relevant Conditions set out below, replace or modify the relevant Conditions for the purpose of the Warrants. TERMS AND CONDITIONS OF THE EUROPEAN STYLE INDEX PUT WARRANTS 1. Form, Status, Transfer and Title (a) Form. The Warrants (which expression shall, unless the context otherwise requires, include any further warrants issued pursuant to Condition 12) are issued subject to and with the benefit of: (i) (ii) an instrument by way of deed poll (the Instrument ) dated the Closing Date, made by Deutsche Bank AG (the Issuer ) acting through its London branch; and a warrant agent agreement (the Master Warrant Agent Agreement or Warrant Agent Agreement ) dated on or before the Closing Date, made between the Issuer and the Warrant Agent for the Warrants. Copies of the Instrument and the Master Warrant Agent Agreement or Warrant Agent Agreement (as applicable) are available for inspection at the specified office of the Warrant Agent. The Warrantholders (as defined below) are entitled to the benefit of, are bound by and are deemed to have notice of, all the provisions of the Instrument and the Master Warrant Agent Agreement or Warrant Agent Agreement (as applicable). (b) (c) (d) Status. The Warrants constitute direct, general and unsecured contractual obligations of the Issuer and rank, and will rank, equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer (save for statutorily preferred exceptions). The Warrants provide for cash settlement on exercise. Transfer. The Warrants are represented by a global warrant certificate (the Global Warrant ) which will be deposited with The Central Depository (Pte) Limited ( CDP ). Warrants in definitive form will not be issued. Transfers of Warrants may be effected only in Board Lots or integral multiples thereof. All transactions in (including transfers of) Warrants, in the open market or otherwise, must be effected through a securities account with CDP. Title will pass upon registration of the transfer in the records maintained by CDP. Title. Each person who is for the time being shown in the records maintained by CDP as entitled to a particular number of Warrants shall be treated by the Issuer and the Warrant Agent as the holder and absolute owner of such number of Warrants, 11

12 notwithstanding any notice to the contrary. The expression Warrantholder shall be construed accordingly. 2. Warrant Rights and Exercise Expenses (a) Definitions: Unless otherwise defined, the defined terms shall have the following meanings: Board Lot means the minimum board lot size specified by the Issuer in which the Warrants are traded. Business Day means any day on which all the Exchanges are (or, but for the occurrence of a Market Disruption Event, would have been) open for trading during its normal trading hours. Cash Settlement Amount, in respect of each Warrant, means an amount (if positive) payable in the Settlement Currency equal to the greater of (A) (i) the Index Currency Amount multiplied by (ii) (1) the Exercise Price minus the Final Reference Level multiplied by (2) the Multiplier and (B) zero. Closing Date means the date specified by the Issuer. Exchange means each primary exchange or quotation system as determined by the Issuer on which the securities constituting the Underlying are listed or quoted unless otherwise specified by the Issuer. Exercise Date means the Expiry Date. Exercise Price means the amount specified by the Issuer subject to adjustments in accordance with these Conditions. Expiry Date means the Business Day following the Valuation Date or the last of the Valuation Dates as specified by the Issuer provided that if that is also a Valuation Date, it shall fall on the first succeeding Business Day which is not a Valuation Date. Final Reference Level means, subject to adjustments in accordance with these Conditions an amount equal to the Reference Level on the Valuation Date or an amount equal to the arithmetic average of the Reference Levels on all the Valuation Dates, as determined by the Issuer and without regard to any subsequently published correction. Index Business Day means any day on which the Index Sponsor publishes (or, but for the occurrence of a Market Disruption Event, would have published) the Reference Level. Index Constituent means any share or securities constituting the Underlying. Index Currency Amount means the amount specified by the Issuer. Index Sponsor means the person which compiles the relevant Index on the date of 12

13 the issuance of the Warrants or such other person as specified by the Issuer. Market Disruption Event means: (i) the occurrence or existence on any Business Day at the time by reference to which the Issuer determines the value of the Index or the Index Constituent (the Relevant Time ) for such Index or such Index Constituent or at any time during the one hour period that ends at the Relevant Time for such Index or such Index Constituent: (A) of any suspension of or limitation imposed on trading (whether by reason of movements in price exceeding limits permitted by any Exchange or any exchange, trading system or quotation system on which options contracts or futures contracts on such Index or such Index Constituent is traded as determined by the Issuer (the Related Exchange ) or otherwise): (1) on any Exchange as a whole; or (2) on any Related Exchange of any options contracts or futures contracts on or relating to any Index or any Index Constituent; or (3) on any exchange or trading system or quotation system on which an Index Constituent is listed or quoted of such Index Constituent; or (B) of any event that disrupts or impairs (as determined by the Issuer) the ability of market participants in general to effect transactions in relation to or to obtain market values for such Index or such Index Constituent on the relevant Exchange or to effect transactions in or obtain market values for options contracts or futures contracts on or relating to such Index or such Index Constituent on any Related Exchange; or (ii) (iii) the closure on any Business Day of any Exchange or any Related Exchange prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange or such Related Exchange, as the case may be, at least one hour prior to (A) the actual closing time for the regular trading session on such Exchange or such Related Exchange on such Business Day or, if earlier, (B) the submission deadline (if applicable) for orders to be entered into such Exchange or such Related Exchange system for execution at the Relevant Time on such Business Day. Scheduled Closing Time is the scheduled weekday closing time of the relevant Exchange or Related Exchange, without regard to after hours or any other trading outside of the regular trading session hours; or a general moratorium is declared in respect of banking activities in any Relevant Country; or 13

14 (iv) where the currency in which the Index or Index Constituent is denominated or quoted or with which it is most closely connected, as determined by the Issuer (the Reference Currency ) is different from the currency of the Cash Settlement Amount (the Settlement Currency ), the occurrence at any time of an event which the Issuer determines would have the effect of preventing, restricting or delaying the Issuer and/or any of its affiliates from: (A) (B) (C) (D) converting such Reference Currency into the Settlement Currency through customary legal channels or transferring within or from any Relevant Country either currency, due to the imposition by such Relevant Country of any controls restricting or prohibiting such conversion or transfer, as the case may be; converting such Reference Currency into the Settlement Currency at a rate at least as favourable as the rate for domestic institutions located in any Relevant Country; delivering such Reference Currency or Settlement Currency from accounts inside any Relevant Country to accounts outside such Relevant Country; or transferring such Reference Currency or Settlement Currency between accounts inside any Relevant Country or to a party that is a non-resident of such Relevant Country; or (v) a Relevant Country (A) imposes any controls or announces its intention to impose any controls or (B)(1) implements or announces its intention to implement or (2) changes or announces its intention to change the interpretation or administration of any laws or regulations, in each case which the Issuer determines is likely to affect the Issuer and/or any of its affiliates' ability to acquire, hold, transfer or realise such Index Constituent or to effect transactions in relation to such Index, if, in the determination of the Issuer, any of the foregoing is material and in determining what is material the Issuer may have regard to such circumstances as it in its reasonable discretion deems appropriate, including any hedging arrangements of the Issuer and/or any of its affiliates in relation to the Warrants. Where any of the foregoing events affects any Index Constituent or Index Constituents that constitute 15 per cent. or more of the level of the Index, the Issuer shall regard it as material. Multiplier means the ratio (expressed as the number of Underlying units to which one Warrant relates) specified by the Issuer, subject to adjustments in accordance with these Conditions. Reference Level in respect of any Underlying on any day means the closing price or level on such day subject to adjustment in accordance with these Conditions. Relevant Country means, each of: 14

15 (i) (ii) any country (or any political or regulatory authority thereof) in which a Reference Currency or the Settlement Currency is the legal tender or currency; and any country (or any political or regulatory authority thereof) with which the Index or an Index Constituent has a material connection and, in determining what is material the Issuer may, without limitation, refer to the country or countries in which the Index is calculated or published, the country in which the issuer of the Index Constituent is incorporated and/or such other factor(s) as it may deem appropriate, all as determined by the Issuer. Settlement Currency means the currency as specified by the Issuer. Underlying or Index means the relevant index as specified by the Issuer. Valid Date means a Business Day which is also an Index Business Day on which there is no Market Disruption Event and on which another Valuation Date does not or is not deemed to occur. Valuation Date means the Business Day which is also an Index Business Day or the five consecutive Business Days which are also Index Business Days specified by the Issuer falling before the scheduled Expiry Date or, if any such day is not a Business Day or an Index Business Day, the next following Business Day which is also an Index Business Day on which another Valuation Date does not occur unless, in the opinion of the Issuer, a Market Disruption Event has occurred on any such day. If there is a Market Disruption Event on any such day, then that Valuation Date shall be the first succeeding Valid Date. If the first succeeding Valid Date has not occurred by the eighth Business Day immediately following the original date which, but for the occurrence of a Market Disruption Event, would have been that Valuation Date, then (A) that eighth Business Day shall be deemed to be that Valuation Date and (B) the Issuer shall determine the Reference Level and/or the exchange rate (if applicable) for that Valuation Date by determining the price or level of the Underlying and/or the exchange rate (if applicable) that would have prevailed but for the occurrence of a Market Disruption Event as of that eighth Business Day having regard to the then prevailing market conditions, the last reported, published or traded price of the Underlying and, if applicable, of each asset included in the Underlying and such other factors as the Issuer considers relevant. (b) (c) Warrant Rights. Every Warrant entitles a Warrantholder, upon due exercise and on compliance with Condition 4, to payment by the Issuer of the Cash Settlement Amount in the manner set out in Condition 4. Exercise Expenses. Warrantholders will be required to pay all charges which are incurred in respect of the exercise of the Warrants (the Exercise Expenses ). An amount equivalent to the Exercise Expenses will be deducted by the Issuer from the Cash Settlement Amount in accordance with Condition 4. Notwithstanding the foregoing, the Warrantholders shall account to the Issuer on demand for any Exercise Expenses to the extent that they were not or could not be deducted from the Cash 15

16 Settlement Amount prior to the date of payment of the Cash Settlement Amount to the Warrantholders in accordance with Condition Expiry Date Unless automatically exercised in accordance with Condition 4(b), the Warrants shall be deemed to expire at 10:01 a.m. (Singapore time) on the Expiry Date. 4. Exercise of Warrants (a) (b) (c) (d) Exercise. Warrants may only be exercised on the Expiry Date in accordance with Condition 4(b). Automatic Exercise. Warrantholders shall not be required to deliver an exercise notice. Exercise of Warrants shall be determined by whether the Cash Settlement Amount is positive. If the Cash Settlement Amount is positive, all Warrants shall be deemed to have been automatically exercised at 10:00 a.m. (Singapore time) on the Expiry Date. The Cash Settlement Amount less the Exercise Expenses in respect of the Warrants shall be paid in the manner set out in Condition 4(c) below. In the event the Cash Settlement Amount is zero or negative, all Warrants shall be deemed to have expired at 10:01 a.m. (Singapore time) on the Expiry Date and Warrantholders shall not be entitled to receive any payment from the Issuer in respect of the Warrants. Settlement. In respect of Warrants which are automatically exercised in accordance with Condition 4(b), the Issuer will pay to the relevant Warrantholder the Cash Settlement Amount (if any) in the Settlement Currency. The aggregate Cash Settlement Amount (less any Exercise Expenses) shall be despatched as soon as practicable and no later than five Business Days following the Exercise Date by way of crossed cheque or other payment in immediately available funds drawn in favour of the Warrantholder only (or, in the case of joint Warrantholders, the first-named Warrantholder) appearing in the records maintained by CDP. Any payment made pursuant to this Condition 4(c) shall be delivered at the risk and expense of the Warrantholder and posted to the Warrantholder's address appearing in the records maintained by CDP (or, in the case of joint Warrantholders, to the address of the firstnamed Warrantholder appearing in the records maintained by CDP). CDP not liable. CDP shall not be liable to any Warrantholder with respect to any action taken or omitted to be taken by the Issuer or the Warrant Agent in connection with the exercise of the Warrants or otherwise pursuant to or in connection with these Conditions. 5. Warrant Agent (a) Warrant Agent. The Issuer reserves the right, subject to the appointment of a successor, at any time to vary or terminate the appointment of the Warrant Agent and to appoint another Warrant Agent provided that it will at all times maintain a Warrant Agent which, so long as the Warrants are listed on the Singapore Exchange Securities Trading Limited (the SGX-ST ), shall be in Singapore. Notice of any such 16

17 termination or appointment and of any change in the specified office of the Warrant Agent will be given to the Warrantholders in accordance with Condition 9. (b) Agent of Issuer. The Warrant Agent will be acting as agent of the Issuer and will not assume any obligation or duty to or any relationship of agency or trust for the Warrantholders. All determinations and calculations by the Warrant Agent under these Conditions shall (save in the case of manifest error) be final and binding on the Issuer and the Warrantholders. 6. Adjustments to the Index (a) (b) Successor Sponsor Calculates and Reports Index. If the Index is (i) not calculated and announced by the Index Sponsor but is calculated and published by a successor to the Index Sponsor (the Successor Index Sponsor ) acceptable to the Issuer or (ii) replaced by a successor index using, in the determination of the Issuer, the same or a substantially similar formula for and method of calculation as used in the calculation of the Index, then the Index will be deemed to be the index so calculated and announced by the Successor Index Sponsor or that successor index, as the case may be. Modification and Cessation of Calculation of Index. If: (i) (ii) on or prior to a Valuation Date the Index Sponsor or (if applicable) the Successor Index Sponsor makes or announces that it will make a material change in the formula for or the method of calculating the Index or in any other way materially modifies the Index (other than a modification prescribed in that formula or method to maintain the Index in the event of changes in constituent securities and other capitalisation and routine events) (an Index Modification ) or cancels or announces the cancellation of the Index (an Index Cancellation ); or on a Valuation Date the Index Sponsor or (if applicable) the Successor Index Sponsor fails to calculate and publish the Index, (other than as a result of a Market Disruption Event) (an Index Disruption ), then the Issuer may: (A) (B) determine the Final Reference Level using, in lieu of a published level for the Index, the level for the Index as at that Valuation Date as determined by the Issuer in accordance with the formula for and method of calculating the Index last in effect prior to that change or failure, but using only those securities that constituted the Index immediately prior to that change or failure (other than those securities that constituted the Index which have since ceased to be listed on or quoted by the Relevant Stock Exchange); or cancel the Warrants by giving notice to Warrantholders in accordance with Condition 9. If the Warrants are so cancelled, the Issuer will pay an amount to each Warrantholder in respect of each Warrant held by such Warrantholder which amount shall be the fair market value of a Warrant taking into account the Index Modification, Index Cancellation or Index 17

18 Disruption, as the case may be, less the cost to the Issuer and/or any of its affiliates of unwinding any underlying related hedging arrangements, all as determined by the Issuer in its reasonable discretion. Payment will be made in such manner as shall be notified to the Warrantholders in accordance with Condition 9. (c) Notice of Adjustments. All determinations made by the Issuer pursuant hereto will be conclusive and binding on the Warrantholders. The Issuer will give, or procure that there is given, notice as soon as practicable of any adjustment and of the date from which such adjustment is effective by publication in accordance with Condition Purchases The Issuer or any of its subsidiaries may at any time purchase Warrants at any price in the open market or by tender or by private treaty. Any Warrants so purchased may be held or resold or surrendered for cancellation. 8. Meetings of Warrantholders; Modification (a) Meetings of Warrantholders. The Instrument contains provisions for convening meetings of the Warrantholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Instrument) of a modification of the provisions of the Warrants or of the Instrument. At least 21 days' notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the date, time and place of the meeting shall be given to the Warrantholders. Such a meeting may be convened by the Issuer or by Warrantholders holding not less than ten per cent. of the Warrants for the time being remaining unexercised. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 25 per cent. of the Warrants for the time being remaining unexercised, or at any adjourned meeting, two or more persons being or representing Warrantholders whatever the number of Warrants so held or represented. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three-quarters of the votes cast by such Warrantholders who, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Warrantholders shall be binding on all the Warrantholders, whether or not they are present at the meeting. Resolutions can be passed in writing if passed unanimously. (b) Modification. The Issuer may, without the consent of the Warrantholders, effect (i) any modification of the provisions of the Warrants or the Instrument which does not materially and adversely affect the interests of the Warrantholders or (ii) any modification of the provisions of the Warrants or the Instrument which is of a formal, minor or technical nature, which is made to correct an obvious error, to cure, correct or supplement any defective provisions of the Warrants or which is necessary in order 18

19 to comply with mandatory provisions of Singapore law. Any such modification shall be binding on the Warrantholders and shall be notified to them by the Warrant Agent before the date such modification becomes effective or as soon as practicable thereafter in accordance with Condition Notices (a) (b) Documents. All cheques and other documents required or permitted by these Conditions to be sent to a Warrantholder or to which a Warrantholder is entitled or which the Issuer shall have agreed to deliver to a Warrantholder may be delivered by hand or sent by post addressed to the Warrantholder at his address appearing in the records maintained by CDP or, in the case of joint Warrantholders, addressed to the joint holder first named at his address appearing in the records maintained by CDP, and airmail post shall be used if that address is not in Singapore. All documents delivered or sent in accordance with this paragraph shall be delivered or sent at the risk of the relevant Warrantholder. Notices. All notices to Warrantholders will be validly given if published in English on the web-site of the SGX-ST. Such notices shall be deemed to have been given on the date of the first such publication. If publication on the web-site of the SGX-ST is not practicable, notice will be given in such other manner as the Issuer may determine. The Issuer shall, at least one month prior to the expiry of any Warrant, give notice of the date of expiry of such Warrant in the manner prescribed above. 10. Termination for Force Majeure, etc. (a) (b) Force Majeure, etc. If the Issuer determines that, for reasons beyond its control, the performance of its obligations under the Warrants has become illegal or impractical in whole or in part for any reason, or the Issuer determines that, for reasons beyond its control, it is no longer legal or practical for it to maintain its hedging arrangements with respect to the Warrants for any reason, the Issuer may at its discretion and without obligation terminate the Warrants early by giving notice to the Warrantholders in accordance with Condition 9. Termination. If the Issuer terminates the Warrants early, then the Issuer will, if and to the extent permitted by applicable law, pay an amount to each Warrantholder in respect of each Warrant held by such holder equal to the fair market value of a Warrant notwithstanding such illegality or impracticality less the cost to the Issuer of unwinding any underlying related hedging arrangements, all as determined by the Issuer in its sole and absolute discretion. Payment will be made in such manner as shall be notified to the Warrantholders in accordance with Condition Substitution (a) Substitution of Issuer. The Issuer, or any previous substituted company, may at any time, without the consent of the Warrantholders substitute for itself as principal obligor under the Warrants any company (the Substitute ), being any subsidiary or affiliate of the Issuer, subject to: 19

20 (i) (ii) (iii) the obligations of the Substitute under the Warrants being guaranteed by Deutsche Bank AG (unless it is the Substitute); all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) to ensure that the Warrants represent legal, valid and binding obligations of the Substitute having been taken, fulfilled and done and being in full force and effect; and the Issuer shall have given at least 30 days prior notice of the date of such substitution to the Warrantholders in accordance with Condition 9. In the event of any substitution of the Issuer, any reference in the Conditions to the Issuer shall henceforth be construed as a reference to the Substitute. (b) Substitution of Office. The Issuer shall have the right upon notice to Warrantholders in accordance with Condition 9 to change the office through which it is acting for the purpose of the Warrants, the date of such change to be specified in such notice provided that no change can take place prior to the giving of such notice. 12. Further Issues The Issuer shall be at liberty from time to time, without the consent of the Warrantholders, to create and issue further warrants so as to form a single series with the Warrants. 13. Governing Law The Warrants, the Instrument and the Master Warrant Agent Agreement or Warrant Agent Agreement (as applicable) will be governed by and construed in accordance with Singapore law. The Issuer and each Warrantholder (by its purchase of the Warrants) shall be deemed to have submitted for all purposes in connection with the Warrants, the Instrument and the Master Warrant Agent Agreement or Warrant Agent Agreement (as applicable) to the non-exclusive jurisdiction of the courts of Singapore. 14. Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore Unless otherwise provided in the Global Warrant, the Instrument and the Master Warrant Agent Agreement or Warrant Agent Agreement (as applicable), a person who is not a party to any contracts made pursuant to the Global Warrant, the Warrant Instrument and the Master Warrant Agent Agreement or Warrant Agent Agreement (as applicable) has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any terms of such contracts. Except as expressly provided therein, the consent of any third party is not required for any subsequent agreement by the parties hereto to amend or vary (including any release or compromise of any liability) or terminate such contracts. 20