Deutsche Bank Aktiengesellschaft

Transcription

1 Information Memorandum May 11, 2006 Deutsche Bank Aktiengesellschaft Frankfurt am Main, Germany as Issuer Euro 10,000,000,000 Commercial Paper Programme Arranger Deutsche Bank Dealer Deutsche Bank Issuing and Paying Agent Deutsche Bank Aktiengesellschaft Notes to be issued under the Programme may be listed for quotation on the non regulated market of the Frankfurt Stock Exchange (Freiverkehr). The date of this Information Memorandum is May 11, It replaces the Information Memorandum dated January 4, 1999.

2 Table of Contents Page 1. Important Notice 3 2. General Information 4 3. Summary of Conditions of Issue 6 4. Form of Collective Note 7 5. Conditions of Issue 8 6. Pro forma Supplementary Conditions Deutsche Bank Aktiengesellschaft as Issuer Selling Restrictions 12 2

3 Important Notice The information provided in this Information Memorandum has been provided as at the date hereof except where another date is indicated. The delivery of this Information Memorandum does not at any time imply that the information contained herein is correct at any time subsequent to the date hereof or that any other written information delivered in connection herewith is correct as at any time subsequent to the date indicated on such document. The distribution of this Information Memorandum and the offering for sale or sale of notes issued under this Programme (the "Notes") in certain jurisdictions may be restricted by law. All persons into whose possession this Information Memorandum may come are required to inform themselves about and to observe any such restrictions. In particular, such persons are required to comply with the restrictions on offers and sales of the Notes and on distribution of this Information Memorandum and of other information relating to Deutsche Bank AG and the Notes (see also "Selling Restrictions" at the end of this Information Memorandum). Notes to be issued under the Programme may be listed for quotation on the non regulated market of the Frankfurt Stock Exchange (Freiverkehr). This Information Memorandum does not constitute an offer or invitation to any person to purchase any of the Notes. This Information Memorandum is prepared for the use of professional investors only. 3

4 Programme / Programme Volume: General Information The Issuer intends to issue short term Notes under the Programme up to an amount of 10 billion, which may be increased from time to time. Issuer, Arranger and Dealer: Rating: Deutsche Bank Aktiengesellschaft ("Deutsche Bank"). The following ratings were assigned in connection with the Programme: P 1 ( 1 ) by Moody's Investors Service, Inc. ( Moody s ), A 1+ ( 2 ) by Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. ("S&P ) and F1+ ( 3 ) by FITCH Ratings ( Fitch ) Currencies: Notes may be issued in Euros, U.S. Dollars, Australian Dollars, Canadian Dollars, New Zealand Dollars, Pound Sterling, Swiss Francs, Japanese Yen, or such other currency or currency unit, subject in each case to compliance with the laws and regulations of the competent central bank or other competent bodies applicable to the chosen currency or currency unit. Term: The Notes will have a minimum maturity of one day and a maximum maturity of 364 days, including the value date but excluding the maturity date, according to the conditions fixed at the issue of the respective Notes. ( 1 ) Definitions by Moody's: Prime 1: "Issuers rated Prime 1 (or supporting institutions) have a superior ability for repayment of senior short term debt obligations. Prime 1repayment ability will often be evidenced by many of the following characteristics: Leading market position in well established industries High rates of return on funds employed Conservative capitalisation structure with moderate reliance on debt and ample asset protection Broad margins in earnings coverage of fixed financial charges and high internal cash generation Well established access to a range of financial markets and assured sources of alternate liquidity." ( 2 ) Definitions by S&P: "A 1: An obligator rated `A 1' has strong capacity to meet its financial commitments. It is rated in the highest category by S & P. Within this category, certain obligors are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitments is extremely strong." ( 3 ) Definitions by FITCH IBCA Ltd.: "F1: Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added (+) to denote any exceptionally strong credit feature." 4

5 Issue / Series of Notes: Form of Notes: Status: Notes of Issuing Branches: Delivery of Notes: Listing: Eligible assets with the European Central Bank (Tier One Assets) The Notes will be issued with a principal amount of 100,000 each and will be issued in series, each in an aggregate principal amount, of not less than 2,500,000 or the equivalent thereof or such other customary and legally permitted principal amount(s) for Commercial Paper in the relevant currency or currency unit. The individual Notes or series may have a smaller aggregate principal amount, provided that the denomination per Note will not be less than 50,000 or the relevant currency equivalent. Notes comprised in a series have identical terms. Notes will be issued in bearer form with terms and conditions attached. In the event of Index linked Notes, Dual Currency Notes, Interest bearing Notes or Notes which are subject to Early Redemption at the option of the Issuer, supplementary conditions (Supplementary Conditions ) will also be attached to the Note. Notes comprised in a series are represented by a collective note to bearer ("Collective Note"). The right of holders to require printing and delivery of definitive Notes is excluded. Notes will constitute unsecured and unsubordinated obligations of the Issuer and will rank pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer. Notes that may be issued by Deutsche Bank acting through its London Branch, Singapore Branch or any of its other branch offices outside Germany will constitute obligations of Deutsche Bank to be performed through such branch. The Collective Notes will be deposited with Clearstream Banking AG, Frankfurt am Main, ( CBF ) or a common depository for Clearstream Banking société anonyme, Luxembourg ( CBL ) and/ or Euroclear Bank S.A./ N.V., Brussels, as operator of the Euroclear system ( Euroclear ). Notes issued under the Programme may be listed for quotation on the nonregulated market of the Frankfurt Stock Exchange (Freiverkehr) as far as the Notes are suitable with regard to currency and other specific conditions. In particular, it is the Issuer s intention that Notes to be listed on the Frankfurt Stock Exchange shall be denominated in euro. Series of Notes denominated in Euros, which have been rated by any of the rating agencies and which are listed or quoted on a regulated market, as defined in Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, or listed, quoted or traded on certain non regulated markets, such as the unofficial market (Freiverkehr) of a German Exchange, fulfill the requirements for Tier One Assets accepted as collateral by the European Central Bank ( ECB ) within the framework of its operations (e.g. Open Market Operations, Standing Facilities). Such series of Notes become Tier One Assets as soon as they are published on the list of Tier One Assets maintained by the ECB. 5

6 Summary of Conditions of Issue Denomination: Each series of Notes is subdivided into Notes payable to bearer and ranking pari passu with each other, in the nominal amount specified on the face of the respective Collective Note. Redemption: The Notes will be redeemed at their redemption amount (determined by Deutsche Bank, if necessary) on the date specified in the relevant Collective Notes. Amounts due on the Notes will be made in the currency or currency unit in which the Notes are denominated, or, in the case of Dual Currency Notes, the currency or currency unit agreed upon in the applicable Supplementary Conditions of Issue. Early Redemption: Interest: The Notes are, in certain cases, subject to early redemption at the option of Deutsche Bank. The Notes may be issued on a discounted, accumulated, interest bearing or an index linked basis. Paying Agent: Taxation: Deutsche Bank shall transfer the amounts payable to the Collective Custodian for payment to the holders of Notes. All payments by Deutsche Bank in respect of the Notes shall be made after deduction of taxes, duties or governmental charges, if such deduction is required by law. Notices: Unless otherwise specified in the applicable Supplementary Conditions of Issue, all necessary notices concerning the Notes or any one or more Series of Notes shall be delivered to the holders of the relevant Series of Notes if all such holders are known to Deutsche Bank or shall be published in a leading daily newspaper nationally within Germany (expected to be the Börsen Zeitung) or, at the option of the Issuer, through the Clearing System. Applicable Law and Place of Jurisdiction: The Notes shall be governed by German law. Place of jurisdiction for all proceedings arising from or in connection with the Notes shall be Frankfurt am Main, Federal Republic of Germany. Selling restrictions: For a description of certain restrictions of offers, sales and deliveries of Notes and on the distribution of offering material under the laws of certain jurisdictions, see section Selling restrictions. Further restrictions may be required in connection with any particular Series of Notes and will be specified in the documentation relating to each Series. 6

7 FORM OF COLLECTIVE NOTE WKN Any United States person (as defined in the United States Internal Revenue Code) who holds this obligation will be subject to limitations under the United States income tax laws including the limitations provided in sections 165(j) and 1287(a) of the Internal Revenue Code, unless an exemption applies.( ) DEUTSCHE BANK AKTIENGESELLSCHAFT Frankfurt am Main [acting through its [name relevant branch] Branch] Collective Note to Bearer No. / Series No. Number of Notes: Currency/Currency Unit: Denomination of each Note: Aggregate Principal Amount of the Series: Redemption Amount( 2 ): Principal Amount( 3 ) yes( 4 )( 5 ) % of Principal Amount( 6 ) index( 7 ) yes( 8 )( 5 ) Dual Currency Notes( 9 ): yes( 8 )( 5 ) Rate of Discount( 3 ): % p. a. Rate of Accumulation( 6 ): % p. a. Index Linked Rate of Accumulation( 7 ): yes( 8 )( 5 ) Interest Bearing Notes( 1 ): yes Value Date: Maturity Date: Early Redemption at the Option of the Issuer ( 10 ): yes( 8 )( 5 ) Supplementary Conditions of Issue ( 11 ): yes( 12 )( 5 ) This Collective Note to Bearer represents the above mentioned number of Notes. The right of holders to require printing and delivery of definitive Notes is excluded for the entire lifetime of the Notes. The Conditions of Issue printed on the reverse side hereof are applicable to the Notes, unless they are amended or supplemented by Supplementary Conditions of Issue attached to this Collective Note. Accordingly, Deutsche Bank Aktiengesellschaft undertakes in particular to redeem the Notes at their Redemption Amount (determined, if applicable, by Deutsche Bank Aktiengesellschaft in its capacity as calculation agent) upon maturity. Frankfurt am Main, in Control signature DEUTSCHE BANK AKTIENGESELLSCHAFT Not applicable for Notes with a maturity of one year or less. 1 Complete for Interest Bearing Notes; attach Supplementary Conditions to this Collective Note setting out full details (including the rate of interest, the method of calculating interest and the interest payment dates). 2 Has nothing been marked/filled in, the Notes will be redeemed at par and the Rate of Discount needs to be specified. 3 Complete for discounted Notes. 4 If "yes" is marked, the Rate of Discount needs to be specified. 5 Not applicable if "yes" is not marked. 6 Complete for accumulated Notes. 7 Complete for index linked Notes. 8 If "yes" is marked, Supplementary Conditions of Issue need to be attached to this Collective Note. 7 Complete for index linked Notes. 9 Mark for Notes which can be redeemed in another currency/currency unit than stated above. 10 Mark for Notes which are subject to early redemption at the option of the Issuer according to 2 (2) of the Conditions of Issue. 11 Supplementary Conditions of Issue need to be attached to this Collective Note in case of index linked, interest bearing notes, dual currency Notes or Notes which are subject to early redemption at the option of the Issuer ( 2 (2)). 12 Mark if Supplementary Conditions of Issue have to be attached to this Collective Note. 7

8 Conditions of Issue 1 Series, Denomination and Form (1) This series of notes in the currency or currency unit and in the aggregate principal amount, each as specified on the face hereof, is subdivided into the number of notes and in the denominations, each as specified on the face hereof, payable to bearer and ranking pari passu in all respects with each other (the "Notes" or the "Commercial Paper" (CP)). (2) The Notes shall, for their entire lifetime, be represented by a collective Note to bearer (the "Collective Note"). The right to demand the printing and delivery of individual Notes shall be excluded. The Collective Note bears the manual signatures of two authorised representatives of Deutsche Bank Aktiengesellschaft, Frankfurt am Main, [acting through its [London] [Singapore] [insert other relevant location] Branch] (the "Issuer") and the signature of a control officer. 2 Maturity, Early Redemption at the Option of the Issuer (1) The Notes will be redeemed at their redemption amount (to be determined, if applicable, by the Issuer) on the date specified in the Collective Note. In case of index linked Notes or Dual Currency Notes, the provisions regarding the determination of the redemption amount and the Index Linked Rate of Accumulation, as the case may be, are attached to this Collective Note in the form of Supplementary Conditions of Issue. (2) If the Notes are subject to Early Redemption at the Option of the Issuer and the Issuer exercises such option, the Issuer will give a notice of redemption in accordance with 7 to the holders of the Notes ("CP Holders") at least 2 Banking Days (as defined in 3) prior to the redemption date. The Issuer will, after notice of redemption is given as described above, redeem all, but not some only, of the Notes on the redemption date(s) and at the redemption amount(s) as set forth in the Supplementary Conditions of Issue. 3 Payments (1) The Issuer undertakes to pay all amounts, as and when due, in the currency or currency unit in which the Notes are denominated or, in the case of Dual Currency Notes, in the currency or currency unit which may have been agreed upon in the Supplementary Conditions of Issue, as the case may be. If, in the case of Dual Currency Notes, the applicable Supplementary Conditions of Issue provide for an option of the Issuer, the Issuer will publish a notice in accordance with 7 at least 2 Banking Days prior to the maturity date of the respective payment specifying in which currency or currency unit the payment will be effected. (2) The Issuer will transfer the amounts payable to the Collective Custodian holding the Collective Note for payment to the CP Holders. "Collective Custodian" shall mean Clearstream Banking AG, Frankfurt am Main, ( CBF ) or a depositary common to Clearstream Banking société anonyme, Luxembourg, ( CBL ) and/ or Euroclear Bank S.A./ N.V., Brussels, as operator of the Euroclear System ( Euroclear ). All payments to the respective Collective Custodian shall discharge the liability of the Issuer under the Notes to the extent of the sums so paid. (3) Should the Issuer fail to redeem the Notes when due (or, where the due date is not a Banking Day, on the next succeeding Banking Day), and only in this event, interest at the Rate of Interest (as defined below) continue to accrue on the Redemption Amount from the due date (inclusive) until the actual redemption of the Notes. "Banking Day" shall (i) where the Global Note is deposited with CBF, be a day (other than a Saturday or Sunday) on which CBF and banks settle payments in Frankfurt am Main; or (ii) where the Global Note is deposited with a depository common to CBL and Euroclear, be a day (other than a Saturday or Sunday) on which such common depository as well as (a) where the Notes are denominated in a currency other than Euro, banks in Frankfurt am Main and in the principal financial centre (in the case of Australia, in both principal financial centres) of the country of the currency in which the Notes are denominated; or (b) where the Notes are denominated in Euro, all relevant parts of the Trans European Automated Real time Gross settlement Express Transfer system (TARGET), settle payments. "Rate of Interest" means the Rate of Discount or the Rate of Accumulation specified in the Collective Note or the Indexed Rate of Accumulation determined by the Issuer in accordance with the Supplementary Conditions of Issue, as the case may be. 4 Interest In the case of Interest Bearing Notes, the Notes will bear interest at the rate specified in, and calculated in accordance with, the Supplementary Conditions appended to the Global Note. 5 Taxes All payments by the Issuer in respect of the Notes shall be made with deduction of taxes, duties or governmental charges, if such deduction is required by law. 8

9 6 Right of Acceleration of CP Holders (1) Each CP Holder shall be entitled to declare his Notes due and demand immediate redemption thereof at an amount calculated according to subparagraph (3) in the event that (a) the Issuer fails to fulfil any obligation arising from the Notes and such failure continues for more than 30 days after the Issuer has received notice thereof from a CP Holder, or (b) the Issuer suspends its payments generally, or (c) insolvency proceedings are instituted concerning the Issuer's assets by a German court or the Issuer applies for institution of such proceedings concerning its assets. The right to declare Notes due shall terminate if the situation giving rise to it has been cured before the right is exercised. (2) Any notice, including any notice declaring Notes due, in accordance with subparagraph (1), shall be made by means of a written declaration delivered by hand or registered mail to the Issuer. (3) In case of a termination pursuant to subparagraph (1), the redemption shall be made at an amount to be determined in accordance with the following formulae: in the case of Notes with a remaining maturity of up to one year (inclusive) (i) in case of discounted Notes (ii) RB = NB x R x T 360 in case of accumulated/index linked Notes RB = NB x (1 + R x T ) 360 Where "RB" means the redemption amount, "NB" means the principal amount, "R" means the Rate of Interest per annum as specified in the Collective Note, (with the percentage rate being expressed as a decimal figure, e. g in the case of a Rate of Interest of 4 %); and "T" means, in case of (i) (discounted Notes), the number of calendar days from and including the date of redemption to, but excluding, the original Maturity Date and, in case of (ii) (accumulated/index linked Notes), the number of calendar days from and including the Value Date to, but excluding, the actual date of redemption. The redemption amount shall be calculated by the Issuer. The calculation shall, in the absence of manifest error, be final and binding on all parties. 7 Notices Unless otherwise specified in any applicable Supplementary Conditions of Issue, all notices concerning the Notes shall be delivered to the CP Holders if all CP Holders are known to the Issuer or shall be published in at least one leading daily newspaper designated by the Frankfurt Stock Exchange for notices and distributed nationally within Germany (which is expected to be the Börsen Zeitung). 8 Applicable Law and Place of Jurisdiction The Notes shall be governed by German law. The place of jurisdiction for all proceedings arising from or in connection with the Notes shall be Frankfurt am Main. 9

10 Pro forma Supplementary Conditions of Issue for Dual Currency Notes, index linked Notes, Interest Bearing Notes or Notes subject to Early Redemption DEUTSCHE BANK AKTIENGESELLSCHAFT Frankfurt am Main [acting through its [name relevant branch] Branch] Supplementary Conditions of Issue applicable to Collective Note No. / WKN o Dual Currency Notes (set forth details in full here (including exchange rate(s) or basis for calculating exchange rate(s) to determine Redemption Amount/fall back provisions)) o Index Linked Notes (set forth details in full here (including provisions for calculating the Redemption Amount and the Index Linked Rate of Accumulation/fall back provisions)) Interest Bearing Notes (set forth details in full here (including interest rate or provisions for determining the interest rate (including fall back provisions), provisions for calculating the amount of interest and the dates on which interest will be paid)) o Early Redemption at the Option of the Issuer Redemption Date(s) Redemption Amount(s) o Notices (Complete only if 7 of the Conditions of Issue is not applicable) DEUTSCHE BANK AKTIENGESELLSCHAFT 10

11 Deutsche Bank Aktiengesellschaft For information on Deutsche Bank, any purchaser or prospective purchaser of Notes issued or to be issued under the Programme is referred to Deutsche Bank s most recent annual and/ or interim reports. Deutsche Bank s annual and/ or interim reports are, when published, available free of charge from its head office specified on the back cover of this Information Memorandum or at They do not form part of this Information Memorandum. 11

12 1. General Selling Restrictions Each Dealer has represented and agreed that it will observe all applicable laws and regulations in any jurisdiction in which it may offer, sell or deliver Notes and it will not directly or indirectly offer, sell, resell, reoffer or deliver Notes or distribute the Information Memorandum or other offering material in any country or jurisdiction except under circumstances that will result, to the best of its knowledge and belief, in compliance with all applicable laws and regulations. 2. United States of America The Notes issued under this Commercial Paper Programme and the Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act ) and the Notes and the Guarantee, if applicable, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has represented and agreed that it has offered and sold, and will offer and sell, Notes only outside the United States to non U.S. persons in accordance with Rule 903 of Regulation S under the Securities Act ( Regulation S ). Accordingly, each Dealer has represented and agreed that neither it, nor its affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Notes, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Dealer also agrees that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling commission, fee or other remuneration that purchases Notes from it a confirmation or notice to substantially the following effect: The Securities covered hereby have not been registered under the U.S. 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. Terms used above have the meanings given to them by Regulation S under the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S. 3. The United Kingdom of Great Britain and Northern Ireland (the United Kingdom ) Each Dealer has represented and agreed that: (a) (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of section 19 of the Financial Services and Markets Act 2000 (the FSMA ) by the relevant Issuer; (b) 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 FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the relevant Issuer or, as the case may be, the Guarantor; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Notes in, from or otherwise involving the United Kingdom. 4. Japan Each Dealer has acknowledged that the Notes have not been and will not be registered under the Securities and Exchange law of Japan (the Securities and Exchange Law ) and, accordingly, each Dealer has undertaken that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any Japanese Person or to others for re offering or resale, directly or indirectly, in Japan or to any Japanese Person, except pursuant to an exemption from the registration requirements of, and 12

13 otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For these purposes Japanese Person means any person resident in Japan, including any corporation or other entity organised under the laws of Japan. 5. Singapore The Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore, as amended (the Securities and Futures Act ). Each Dealer has represented, warranted and agreed that the Notes may not be offered or sold or made the subject of an invitation for subscription or purchase nor may the Information Memorandum or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Notes be circulated or distributed, whether directly or indirectly, to the public or any member of the public in Singapore other than (a) to an institutional investor or other person falling within Section 274 of the Securities and Futures Act, (b) to a relevant person, or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) otherwise than pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act. Each Dealer has further represented, warranted and agreed to notify (whether through the distribution of this Information Memorandum or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Notes or otherwise) each of the following relevant persons specified in Section 275 of the Securities and Futures Act which has subscribed or purchased Notes from and through that Dealer, namely a person who is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, that shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Notes under Section 275 of the Securities and Futures Act except: (a) to an institutional investor under Section 274 of the Securities and Futures Act or to a relevant person, or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions, specified in Section 275 of the Securities and Futures Act; (b) where no consideration is given for the transfer; or (c) by operation of law. 13

14 Issuer Deutsche Bank Aktiengesellschaft Taunusanlage Frankfurt am Main Telephone: Telefax: Arranger Deutsche Bank Aktiengesellschaft Debt Capital Markets Große Gallusstraße Frankfurt am Main Telephone: Telefax: Dealer Deutsche Bank Aktiengesellschaft Große Gallusstraße Frankfurt am Main Telephone: Telefax: Issuing and Paying Agent Deutsche Bank Aktiengesellschaft Trust & Securities Services Große Gallusstraße Frankfurt am Main Telephone: Telefax: