ISIN: DE000DE3CDU2 WKN: DE3CDU

Transcription

1 PROSPECTUS Deutsche Bank AG, London Branch ("Deutsche Bank AG London") Up to 1,000,000 Express Certificates relating to the WIG20 Index (the "Securities") Issue Price: PLN 100 per Express Certificate ISIN: DE000DE3CDU2 WKN: DE3CDU Application has been made to list the Securities on the regulated market of the Luxembourg Stock Exchange and will be made for listing on the Warsaw Stock Exchange, both of which are regulated markets for the purposes of Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the Prospectus Directive"). This document has been approved as a prospectus by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 (the "Law") on prospectuses for securities which implements the Prospectus Directive into Luxembourg law. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Law. The Issuer has also requested the CSSF to provide the competent authorities in Poland with a certificate of approval (a "Notification") attesting that this prospectus has been drawn up in accordance with the Law. The Securities have not been and will not be and are not required to be registered under the United States Securities Act of 1933, as amended. The Securities may not be offered or sold except to persons located outside the United States. For a description of certain restrictions on the sale and transfer of the Securities, please refer to the General Information section of this document. IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF SECURITIES Restrictions on Non-exempt offers of Securities in Relevant Member States Any person making or intending to make an offer of Securities in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus (a "Non-exempt Offer") in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") may only do so if this Prospectus has been approved by the competent authority in that Relevant Member State (or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State) and published in accordance with the Prospectus Directive, provided that the Issuer has consented to the use of this Prospectus in connection with such offer as provided under "Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades)" below and the terms of that consent are complied with by the person (the "Offeror") making the Non-exempt Offer of such Securities. Save as provided above, the Issuer has not authorised, nor do they authorise, the making of any Non-exempt Offer of Securities in circumstances in which an obligation arises for the Issuer to publish or supplement the Prospectus for such offer. Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades) Any person (an "Investor") intending to acquire or acquiring any Securities from any Offeror other than Deutsche Bank PBC S.A. (the "Distributor") should be aware that, in the context of a Non-exempt Offer of such Securities, the Issuer will not be responsible to the Investor for this Prospectus under Article 6 of the Prospectus Directive. The Issuer does not make any representation as to the compliance by that Offeror with any applicable conduct of business rules or other applicable regulatory or securities law requirements in relation to any Non-exempt Offer and the Issuer has no responsibility or liability for the actions of that Offeror. Save as provided below, the Issuer has not authorised the making of any Non-exempt Offer by any Offeror or consented to the use of this Prospectus by any other person in connection with any Non-exempt Offer of the Securities. Any Non-exempt Offer made without the consent of the Issuer is unauthorised and the Issuer does not accept any responsibility or liability for the actions of the persons making any such unauthorised offer. The Issuer consents to the use of this Prospectus in connection with a Non-exempt Offer of the Securities subject to the following conditions: (i) (ii) (iii) (iv) the consent is only valid during the Subscription Period specified herein; the only Offeror authorised to use this Prospectus to make a Non-exempt Offer of the Securities is the Distributor; the consent only extends to the use of this Prospectus to make Non-exempt Offers of the Securities in Poland; and the consent is subject to any other conditions set out herein. The Issuer accepts responsibility, in Poland, for the content of this Prospectus in relation to any Investor who acquires any Securities in a Non-exempt Offer made by any person to whom consent has been given to use this Prospectus in that connection in accordance with the preceding paragraph, provided that such Non-exempt Offer has been made in accordance with all the conditions attached to that consent. AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY SECURITIES IN A NON-EXEMPT OFFER FROM THE DISTRIBUTOR WILL DO SO, AND OFFERS AND SALES OF SUCH SECURITIES TO AN INVESTOR BY THE DISTRIBUTOR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN THE DISTRIBUTOR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE ISSUER WILL NOT BE A PARTY TO ANY SUCH ARRANGEMENTS WITH SUCH INVESTORS IN CONNECTION WITH THE NON-EXEMPT OFFER OR SALE OF THE SECURITIES CONCERNED AND, ACCORDINGLY, THIS PROSPECTUS WILL NOT CONTAIN SUCH INFORMATION. THE INVESTOR MUST LOOK TO THE DISTRIBUTOR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION AND THE DISTRIBUTOR WILL BE RESPONSIBLE FOR SUCH INFORMATION. THE ISSUER HAS NO RESPONSIBILITY OR LIABILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION. Dated 30 January 2013 Deutsche Bank

2 TABLE OF CONTENTS SUMMARY RELATING TO THE UP TO PLN 1,000,000 EXPRESS CERTIFICATES RELATING TO THE WIG 20 INDEX... 3 RISK FACTORS A. ISSUER RISK FACTORS B. PRODUCT SPECIFIC RISK FACTORS C. GENERAL RISK FACTORS RELATING TO THE SECURITIES D. MARKET FACTORS E. CONFLICTS OF INTEREST IMPORTANT INFORMATION ON THIS DOCUMENT A. RESPONSIBLE PERSONS IMPORTANT INFORMATION B. FORM OF DOCUMENT - PUBLICATION C. DOCUMENTS INCORPORATED BY REFERENCE D. GENERAL INFORMATION TERMS OF THE OFFER GENERAL INFORMATION A. GENERAL TAXATION INFORMATION B. GENERAL SELLING AND TRANSFER RESTRICTIONS INFORMATION RELATING TO THE SECURITIES A. ECONOMIC DESCRIPTION B. PRODUCT CONDITIONS C. GENERAL CONDITIONS INFORMATION RELATING TO THE UNDERLYING INFORMATION RELATING TO THE DEPOSIT BANK COUNTRY SPECIFIC INFORMATION PARTY LIST ICM:

3 SUMMARY RELATING TO THE UP TO PLN 1,000,000 EXPRESS CERTIFICATES RELATING TO THE WIG 20 INDEX Summaries are made up of disclosure requirements known as 'Elements'. These elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of Securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of 'not applicable'. Section A Introduction and warnings Element Disclosure Requiremen t A.1 Warning that the summary should be read as an introduction and provision as to claims A.2 Consent as to use of the Prospectus, period of validity and other conditions attached This summary should be read as an introduction to this Prospectus. Any decision to invest in the Securities should be based on a consideration of this Prospectus as a whole by the investor. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member State, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in the Securities. The Issuer consents to the use of this Prospectus in connection with an offer of the Securities in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a Prospectus (a "Non-exempt Offer") subject to the following conditions: (i) (ii) (iii) (iv) the consent is only valid during the Subscription Period specified herein; the only Offeror authorised to use this Prospectus to make a Non-exempt Offer of the Securities is Deutsche Bank PBC S.A. (the "Distributor"); the consent only extends to the use of this Prospectus to make Non-exempt Offers of the Securities in Poland; and the consent is subject to any other conditions set out herein. AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY SECURITIES IN A NON-EXEMPT OFFER FROM THE DISTRIBUTOR WILL DO SO, AND OFFERS AND SALES OF SUCH SECURITIES TO AN INVESTOR BY THE DISTRIBUTOR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN THE DISTRIBUTOR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE INVESTOR MUST LOOK TO THE DISTRIBUTOR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION AND THE DISTRIBUTOR WILL BE RESPONSIBLE FOR SUCH INFORMATION. THE ISSUER HAS NO RESPONSIBILITY OR LIABILITY TO AN INVESTOR IN RESPECT OF ANY SUCH INFORMATION ICM:

4 Section B Issuer Element Disclosure requirement B.1 Legal and commercial name of the Issuer B.2 Domicile / legal form / legislation / country of incorporatio n B.4b Known trends affecting the Issuer and the industries in which it operates B.5 Description of the group and the Issuer s position within the group B.9 Profit forecast/esti mates B.10 Nature of any qualification s in the audit report on the historical financial information B.12 Selected historical key information Deutsche Bank Aktiengesellschaft (Deutsche Bank AG). Deutsche Bank AG is issuing the Securities through its London branch (DB AG London). 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. It maintains its head office at Taunusanlage 12, Frankfurt am Main, Germany. Not applicable, there are no known trends affecting Deutsche Bank AG and the industries in which it operates. Deutsche Bank AG is the parent company of a group consisting of banks, capital market companies, fund management companies, a property finance company, instalment financing companies, research and consultancy companies and other domestic and foreign companies (the Deutsche Bank Group). As at 31 December 2011 Deutsche Bank AG owned, directly or indirectly, nine significant subsidiaries incorporated either in Germany, Luxembourg or the United States. Deutsche Bank AG London is an authorised person for the purposes of section 19 of the Financial Services and Markets Act In the United Kingdom, it conducts wholesale banking business and through its Private Wealth Management division, it provides holistic wealth management advice and integrated financial solutions for wealthy individuals, their families and selected institutions. On 12 January 1973, Deutsche Bank AG filed in the United Kingdom the documents required pursuant to section 407 of the Companies Act 1948 to establish a place of business within Great Britain. On 14 January 1993, Deutsche Bank AG registered under Schedule 21A to the Companies Act 1985 as having established a branch (Registration No. BR000005) in England and Wales. The Securities will be issued by Deutsche Bank AG, acting through its London branch. Not applicable, no profit forecasts or estimates are included. Not applicable, there are no such qualifications. Selected historical key financial information As of 30 September 2012, the Deutsche Bank Group had total assets of EUR2,185,646 million, total liabilities of EUR 2,128,238 million and total equity of EUR ICM:

5 regarding the Issuer/ Description of any material adverse change/ significant change in the financial or trading position of the Issuer since the date of the last audited financial statements B.13 Recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer s solvency B.14 Issuer's dependenc e upon other entities within the group B.15 Issuer s principal activities 57,408 million. As of 31 March 2012, the Deutsche Bank Group had total assets of EUR2,103,295 million, total liabilities of EUR2,047,490 million and total equity of EUR55,805 million on the basis of International Financial Reporting Standards ("IFRS"). As of 31 December 2011, the Deutsche Bank Group had total assets of EUR2, million, total liabilities of EUR2,109,443 million and total equity of EUR54,660 million on the basis of IFRS. As of 31 December 2010, the Deutsche Bank Group had total assets of EUR1,905,630 million, total liabilities of EUR1,855,238 million and total equity of EUR50,392 million on the basis of IFRS. Statements of no significant or material adverse change There has been no material adverse change in the prospects of Deutsche Bank AG since 31 December 2011, nor significant change in the financial or trading position of Deutsche Bank AG since 30 September Not applicable, there are no recent events particular to the Issuer which are to a material extent relevant to the evaluation of its solvency. Deutsche Bank AG, as the parent company of the Deutsche Bank Group, is dependant upon other entities within the Deutsche Bank Group. See item B.5 above for a description of the Issuer's group. Deutsche Bank AG operates through three group divisions each of which is not established as a separate company but is rather operated across the Deutsche Bank Group: The Corporate and Investment Bank (CIB) comprises the following Corporate Divisions: Global Markets comprises all sales, trading, structuring and research in a wide range of financial products. Global Transaction Banking (GTB) comprises commercial banking products and services for corporate clients and financial institutions, including domestic and crossborder payments, professional risk mitigation for international trade and the provision of trust, agency, depositary, custody and related services. Business units include Cash Management for Corporates and Financial Institutions, Trade Finance and Trust & Securities Services. Private Clients and Asset Management (PCAM) comprises the following Corporate Divisions: Private & Business Clients (PBC) offers banking services to private customers as well as small and medium-sized business clients. The range of services ICM:

6 B.16 Controlling shareholder s encompasses loans, current accounts and deposits and payment services as well as securities and mutual funds and portfolio investment advisory. Asset and Wealth Management (AWM) comprises the following Business Divisions: Corporate Investments (CI) covers Deutsche Bank AG's industrial shareholdings, other holdings and Deutsche Bank AG occupied real estate assets, private equity and venture capital activities. Not applicable, the shares of Deutsche Bank AG are widely held by investors. Element Disclosure requirement C.1 Type and class of Securities/I SIN Section C Securities Express Certificates relating to the WIG20 Index ISIN: DE000DE3CDU2 WKN Code: DE3CDU The International Securities Identification Number (ISIN) uniquely identifies the Securities. C.2 Currency The Securities will be denominated in Polish Złoty (PLN). C.5 Restrictions on transferabili ty C.8 Rights attaching to the Securities C.11 Listing and Admission to Trading Not applicable, the Securities will be freely transferable. The Securities will have terms and conditions relating to, among other matters: Taxation The Issuer shall not be liable for or otherwise obliged to pay, and the relevant Securityholder shall be liable for and/or pay, any tax, duty, charge, withholding or other amount whatsoever which may arise as a result of, or in connection with, the ownership, any transfer or any payment in respect of the Securities held by such Securityholder. Negative pledge The terms of the Securities do not contain a negative pledge provision. Events of default The terms of the Securities do not contain events of default. Status The Securities constitute unsubordinated, unsecured contractual obligations of the Issuer and rank pari passu in all respects with each other. Application has been made to list the Securities on the Official List of the Luxembourg Stock Exchange and to trade them on its regulated market. Application will be made to list the Securities on the Warsaw Stock Exchange and to trade them on its regulated market. In each case, the admission to trading thereon will depend on the fulfilment of all of the requirements of such markets. C.15 How the value of the investment is affected by the value The (i) Cash Settlement Amount or (ii) Initial Deposit Event Cash Settlement Amount and Final Deposit Event Cash Settlement Amount, as applicable, payable in respect of the Securities will be dependent on the value of the Underlying on each Barrier Determination Date and whether a Deposit Event or Deposit Recall Event has occurred as described in Element C.18 below and any key risks regarding the ICM:

7 of the underlying instrument( s) C.16 Expiration date C.17 Settlement Procedure Securities and risk of loss of investment as described in item D6 below. Each Security will be exercised automatically (i) on 8 March 2017 subject to adjustment (the "Exercise Date"); or (ii) if a Knock-Out Event occurs, on the relevant Barrier Determination Date on which the Knock-Out Event occurred (the "Termination Date"). Following the occurrence of a Deposit Event or Deposit Recall Event which is treated as a Deposit Event, the Securities will remain outstanding up to and including the Final Deposit Event Settlement Date (as described below). Payments in respect of the Securities will be made by an Agent on behalf of the Issuer by credit or transfer to the relevant clearing agent for the account of the relevant Securityholder. Holders of Securities must look solely to the relevant clearing agent for their share of each such payment. C.18 Return Subject to the occurrence of a Deposit Event or Deposit Recall Event (as described below), if the official closing level of the Underlying on a Barrier Determination Date is greater than or equal to the specified barrier level (100 per cent. of the official closing level of the Underlying on the 8 March 2013 (the "Issue Date") or, if such day is not a trading day, the immediately following trading day (subject to adjustment) (the "Initial Reference Valuation Date")) (a "Knock-Out Event"), each Security will be terminated by payment of a PLN cash settlement amount (less certain Securityholder expenses) on the eighth business day following such Barrier Determination Date. The barrier determination dates are 10 March 2014, 9 March 2015, 8 March 2016 and the Valuation Date (as such dates may be adjusted) (each a "Barrier Determination Date"). The Valuation Date is the Exercise Date, subject to adjustment. The cash settlement amount per Security will be, if the Knock-Out Event occurs on (1) the first Barrier Determination Date, the sum of PLN 100 (the "Notional Amount") and PLN 10 (subject to increase as described below, the "Call Amount"); (2) the second Barrier Determination Date, the sum of (a) the Notional Amount and (b) (i) 2, multiplied by (ii) the Call Amount; (3) the third Barrier Determination Date, the sum of (a) the Notional Amount and (b) (i) 3, multiplied by (ii) the Call Amount; or (4) the final Barrier Determination Date, the sum of (a) the Notional Amount and (b) (i) 4, multiplied by (ii) the Call Amount. Otherwise and subject to the following paragraphs, investors who hold the Securities for the entire term will receive a cash amount at settlement equal to the Notional Amount of the Securities unless the official closing level of the Underlying on the Valuation Date is lower than a specified determination level (70 per cent. of the official closing level of the Underlying on the Initial Reference Valuation Date). In the latter case, investors will be paid a PLN cash settlement amount per Security on the eighth business day following the Valuation Date equal to (i) the Notional Amount multiplied by (ii) the official closing level of the Underlying on the Valuation Date divided by the official closing level of the Underlying on the Initial Reference Valuation Date. At any time on or prior to the first business day immediately preceding the Primary Market End Date, the Issuer may acting in its sole and absolute discretion and having regard to prevailing economic circumstances, including but not limited to the respective levels and volatility of the Underlying, interest rates for instruments of comparable maturities to the Securities and other market conditions increase the Call Amount. If the Call Amount is increased, the Issuer will publish a notice of such increase on its website ( not later than the first business day immediately preceding the Primary Market End Date. The Call Amount will not be less than PLN 10. However, no assurance is given that the Call Amount will be greater than PLN 10 and the Issuer is not required to increase this ICM:

8 The return on the Securities is also linked to a deposit placed by the Issuer with the Deposit Bank. The proceeds of the issue of the Securities (the "Issue Proceeds") will be deposited (the "Deposit") with Deutsche Bank PBC S.A. (together with any successor, replacement or assign thereto, the "Deposit Bank"). The Deposit will be credited to an account in the name of the Issuer held with the Deposit Bank pursuant to an agreement dated on or prior to the Issue Date between the Issuer and the Deposit Bank (the "Framework Deposit Agreement"). The Issuer will request the return of the Deposit from the Deposit Bank (a) on (i) the Business Day following the Termination Date or (ii) if none, the Exercise Date; (b) if applicable, on the day on which the Securities are determined to be subject to early termination (as described in "Index Events" and "Termination for illegality or impracticality" below); (c) as soon as reasonably practicable following the occurrence of a Deposit Event; or (d) upon the occurrence of a Deposit Recall Event. In addition, the Issuer may, prior to the Exercise Date, request the return of the Deposit from the Deposit Bank, provided that at the time of such request the Issuer has no reason to believe the amount of Deposit returned will be less than the Issue Proceeds and the payment of all accrued interest payable on the Deposit (such accrued interest not, for the avoidance of doubt, forming part of the Deposit). If, following such a request, the Issuer recovers an amount of principal in respect of the Deposit which is not less than the Issue Proceeds and all accrued interest on the Deposit, the consequences of a Deposit Event or Deposit Recall Event (as described below) will no longer apply to the Securities. In the event of complete or partial non-payment of the Deposit by the Deposit Bank, an investor's return will be limited to the pro rata proportion of the total amount received by the Issuer from the Deposit Bank in respect of the Deposit, plus, or in certain cases minus, an amount reflecting the performance of the Underlying, as further described below. Consequences of a Deposit Event or Deposit Recall Event (A) Deposit Event A "Deposit Event" will occur if the Calculation Agent determines that any of the following events has occurred (whether or not continuing) during the period from, and including, the Issue Date) to, and including the date of settlement or early termination of the Securities (the "Deposit Event Monitoring Period"): (i) (ii) (iii) ICM: a failure to pay by the Deposit Bank under the Framework Deposit Agreement where such failure is not remedied within two Business Days; the termination of the Framework Deposit Agreement; or the Deposit Bank is subject to a bankruptcy or insolvency event. If a Deposit Event occurs Securityholders will receive (i) a PLN initial cash settlement amount per Security as described below (the "Initial Deposit Event Cash Settlement Amount") less certain Securityholder expenses on the eighth business day following a Barrier Determination Date on which a Knock-Out Event has occurred or, otherwise, the eighth business day following the Valuation Date and (ii) a PLN final cash settlement amount per Security as described below (the "Final Deposit Event Cash Settlement Amount") less certain Securityholder expenses on the eighth business day following the Final Determination Date (the "Final Deposit Event Settlement Date"). The Final Determination Date will be (i) the eighth business day following the Exercise Date or, if earlier, the Termination Date (the "Initial Determination Date") or (ii) if later, the second anniversary of the Deposit Event date. If any relevant insolvency official or body formally notifies the Issuer that there is a reasonable prospect or probability that further payments or distributions will be made to certain creditors then the Final Determination Date may be extended. If, after the Initial Determination Date any relevant insolvency official or body formally notifies the

9 Issuer that the possibility that further payments will be received in respect of the Deposit is low or negligible, the business day following the date of receipt of such notification will be the "Final Determination Date" provided that this does not fall earlier than the eighth business day following the Initial Determination Date The Initial Deposit Event Cash Settlement Amount will be, if a Knock-Out Event occurs in relation to (1) the first Barrier Determination Date, the sum of (a) a Security s pro rata percentage of the aggregate amount received by the Issuer in respect of repayment(s) of principal under the Deposit (less certain expenses in connection with the Deposit) during the period from, and including, the Deposit Event date to, and including, the Initial Determination Date (the "Deposit Bank Initial Recovered Amount"), and (b) the Call Amount; (2) the second Barrier Determination Date, the sum of (a) a Security s pro rata percentage of the Deposit Bank Initial Recovered Amount and (b)(i) 2 multiplied by (ii) the Call Amount; (3) the third Barrier Determination Date, the sum of (a) a Security s pro rata percentage of the Deposit Bank Initial Recovered Amount and (b)(i) 3 multiplied by (ii) the Call Amount; or (4) the final Barrier Determination Date, the sum of (a) a Security s pro rata percentage of the Deposit Bank Initial Recovered Amount and (b)(i) 4 multiplied by (ii) the Call Amount. Otherwise, the Initial Deposit Event Cash Settlement Amount will be an amount equal to a Security s pro rata percentage of the Deposit Bank Initial Recovered Amount unless the official closing level of the Underlying on the Valuation Date is lower than 70 per cent. of the official closing level of the Underlying on the Initial Reference Valuation Date. In the latter case, the Initial Deposit Event Cash Settlement Amount will be an amount equal to (A) a Security s pro rata percentage of the Deposit Bank Initial Recovered Amount, minus (B)(i) the Notional Amount multiplied by (ii) 100 per cent., minus the official closing level of the Underlying on the Valuation Date divided by the official closing level of the Underlying on the Initial Reference Valuation Date. In any event, the Initial Deposit Event Cash Settlement Amount will not be less than zero. The Final Deposit Event Cash Settlement Amount will be an amount equal to (A) a Security s pro rata percentage of the aggregate amount received by the Issuer in respect of repayment(s) of principal under the Deposit (less certain expenses in connection with the Deposit) during the period from, but excluding, the Initial Determination Date to, and including, the Final Determination Date, minus (B) if the Initial Deposit Cash Settlement Amount would, but for the proviso that it will not be less than zero, have been a negative amount, the absolute value of such negative amount. (B) Deposit Recall Event Upon the occurrence of a Deposit Recall Event, the Issuer will submit a request to the Deposit Bank that the Deposit be repaid by the Deposit Bank with immediate effect (a "Deposit Recall"). Following a Deposit Recall, the consequences of a Deposit Event (as described above) will apply to the Securities as though the Deposit Recall Event was a Deposit Event. However if the Issuer receives prior to the Exercise Date or Termination Date a deposit amount equal to or greater than the Issue Proceeds in accordance with the terms of the Framework Deposit Agreement together with all accrued interest payable in respect of the Deposit (such accrued interest not, for the avoidance of doubt, forming part of the Deposit), such consequences will cease to apply to the Security. "Deposit Recall Event" means (and will be deemed to have occurred as of the date of determination) on any date on which the Calculation Agent determines that any of the following events has occurred and is continuing at the time of such determination by the Calculation Agent, in each case during the Deposit Event Monitoring Period: (i) any strike, lock-out, sit-in, other industrial disturbances, earthquake, storm, fire explosion, flood, act of God, insurrections, riot, epidemic, war, civil disturbances or any other action taken by any governmental authority of the ICM:

10 C.19 Final reference price of the Underlying (ii) (iii) Index Events Republic of Poland which affects, directly or indirectly, the Deposit or any circumstances beyond the Issuer s control which the Calculation Agent determines may materially affect the economic value or recoverability of the Deposit at any relevant time; if after the Primary Market End Date, due to the implementation or adoption of or any change in any applicable law or regulation (including any tax law), or the interpretation of any applicable law or regulation, the Calculation Agent determines that (a) it has become illegal to hold, maintain or dispose of an interest in the Deposit or (b) the Issuer will incur a materially increased cost in performing its obligations in relation to the Securities; or the enactment, promulgation, execution, ratification or adoption of, or any change in or amendment to any applicable law, rule, regulation or statute or the applicability or interpretation of the same by any governmental authority of the Republic of Poland, the issuance of any order or decree by any such governmental authority, any action taken by a taxing authority in the Republic of Poland and/or any other act or event relating to withholding or deduction for or on account of tax in relation to the Deposit, in each case if in the reasonable opinion of the Calculation Agent it will or is likely to adversely affect the economic value of the Deposit (taking into consideration any direct or indirect hedging of the Issuer or its agents or Affiliates). The Securities may be subject to cancellation if the Underlying is modified or cancelled or if the Sponsor of the Underlying fails to calculate and announce such Underlying (and, in each case, no successor sponsor or successor index acceptable to the Calculation Agent exists). Alternatively, the level of the Underlying may be determined by the Calculation Agent. In the case of any cancellation, the Securities will be cancelled at their fair market value taking into account the relevant event less the cost of unwinding related hedging arrangements. If certain market disruption events occur with respect to valuation of the Underlying such valuation will be postponed and may be determined by the Calculation Agent. Payments may also be postponed. Termination for illegality or impracticality The Issuer may terminate the Securities early if it determines that the performance of its obligations under the Securities has become illegal or impractical or it is no longer legal or practical for it to maintain its hedging arrangements. In such circumstances, the settlement amount payable by the Issuer in respect of each Security will be equal to the fair market value of a Security notwithstanding such illegality or impracticality less the cost of unwinding any underlying hedging arrangements. If the Securities are early cancelled or terminated as described in "Index Events" or "Termination for illegality or impracticality", the Calculation Agent shall adjust the amount payable on such early termination to compensate the Issuer for any shortfall it may suffer in respect of the repayment of the Deposit. The official closing level of the Underlying will be observed on each Barrier Determination Date. The final reference level of the Underlying (which will be used to calculate the cash settlement amount payable in respect of the Securities where a Knock-Out Event has not occurred, as described in Element C.18 above) will be an amount (deemed to be a PLN monetary value) equal to the official closing level of the Underlying quoted by the Warsaw Stock Exchange (or any successor thereto acceptable to the Calculation Agent) on the Valuation Date, all as determined by the Calculation Agent and without regard to any subsequently published corrections. If the Underlying is modified or cancelled or the Sponsor of the Underlying fails to calculate and announce such Underlying (and, in each case, no successor sponsor or successor index acceptable to the Calculation Agent exists) or certain market ICM:

11 disruption events occur with respect to valuation of the Underlying, valuation may be postponed and may be determined by the Calculation Agent. C.20 Underlying The WIG20 Index (the "Underlying") of the Warsaw Stock Exchange (the "Sponsor of the Underlying"). Information on the historical and ongoing performance of the Underlying and its volatility can be obtained on the Bloomberg or Reuters page relating to the WIG20 index. The Sponsor of the Underlying also maintains a website at the following address where further information may be available in respect of the Underlying: WIG20 is a registered trademark of the Warsaw Stock Exchange and has been licensed to Deutsche Bank AG for use in connection with Securities offered under this Prospectus. Section D Risks Element Disclosure requirement D.2 Key risks regarding the Issuer There are certain risk factors that may affect the Issuer's ability to fulfil its obligations under the Securities and in purchasing the Securities investors assume the risk of these. It is not possible to identify all such factors or to determine which factors are most likely to occur. These factors could take effect individually or together and include, for example: effects of the ongoing global financial crisis and economic downturn; market declines and volatility can materially and adversely affect the Issuer s revenues and profits, the Issuer has incurred and may in the future incur significant losses from its trading and investment activities due to market fluctuations; reduced liquidity in the markets, making it harder to sell assets and possibly leading to material losses; the Issuer has incurred, and may incur further, losses as a result of changes in the fair value of its financial instruments; adverse economic conditions have caused and may in the future cause the Issuer to incur higher credit losses; the Issuer could sustain reputational harm and material losses in respect of losses for its client accounts where clients fail to pay; the Issuer's investment banking revenues may decline as a result of adverse market or economic conditions; the Issuer may generate lower revenues from brokerage and other commission and fee-based businesses; it's risk management policies, procedures and methods leave the Issuer exposed to unidentified or unanticipated risks, which could lead to material losses; the Issuer s non-traditional credit businesses materially add to its traditional banking credit risks; contractual claims and litigation against the Issuer in respect of its U.S. residential mortgage loan business may materially and adversely affect its results; the Issuer has a continuous demand for liquidity to fund its business activities and it may suffer during periods of liquidity constraints and is exposed to the risk that liquidity is not made available to it even if its underlying business remains strong; the Issuer requires capital to support its business activities and meet regulatory requirements and losses could diminish it s capital, and market conditions may prevent it from raising additional capital or increase its cost of capital; the Issuer operates in an increasingly regulated and litigious environment, potentially exposing it to liability and other costs, which may be difficult to estimate; regulatory reforms in response to the financial crisis may significantly affect the Issuer's business model and the competitive environment; operational risks may disrupt the Issuer's businesses; the size of the Issuer's clearing operations expose it to a heightened risk of material losses should those operations fail to function properly; if the Issuer is unable to implement its strategic initiatives, it may be unable to achieve its pre-tax profit targets and other financial objects, or incur losses or low profitability; the Issuer may have difficulty in identifying and executing acquisitions, and both making acquisitions and avoiding them could materially harm it's results of operations; the effects of the execution of the ICM:

12 D.6 Key risks regarding the Securities and risk of loss of investment takeover offer and the subsequent consolidation of the Deutsche Postbank AG may differ materially from the Issuer's expectations (Postbank reported a loss before tax in each of 2009 and 2008, and although it reported a net profit before tax in 2010, this does not indicate that it will be profitable in any future periods) and the consolidation of Postbank had a material adverse effect on Deutsche Bank AG's regulatory capital ratios, and the Issuer's assumptions and estimates concerning the effects of the consolidation on its regulatory capital ratios may prove to be too optimistic; the Issuer's takeover of Postbank generated a significant combined amount of goodwill and other intangible assets that must be tested for impairment periodically and at other times; the Issuer may have difficulties selling non-core assets at favourable prices, or at all; events at companies in which the Issuer has invested may make it harder to sell its holdings and result in material losses irrespective of market developments; intense market competition could materially adversely impact the Issuer's revenues and profitability; and transactions with counterparties in countries designated by the U.S. State Department as state sponsors of terrorism may lead potential customers and investors to avoid doing business with the Issuer or investing in its securities. There are also certain factors which are material for the purpose of assessing the risks associated with Securities. These include the fact that such Securities may not be a suitable investment for all investors (for example if they do not have the requisite knowledge and experience in financial and business matters to evaluate the information contained herein and to assess the merits and risks of an investment in the Securities in light of their financial, fiscal, tax and other circumstances); that the return (if any) will depend on the value of the Underlying (which may be affected by various factors including corporate actions, global economic and political developments and fluctuations in the value of its constituents); the risk of a loss of part or all of an investor's investment if the value of the Underlying on the specified valuation date is lower than a specified determination level; the risk of a significant reduction and delay in payment of the cash settlement amount if the return received by the Issuer from the Deposit Bank in respect of the Deposit is less than the original Deposit and that investors may lose up to 100 per cent. of the notional amount of the Securities following the occurrence of a Deposit Event or Deposit Recall Event; the creditworthiness of the Deposit Bank and the Issuer and the nature of synthetic credit exposure (for example that the Securities do not create a legal relationship between the Securityholders and the Deposit Bank) in light of which investors should make such independent investigation and analysis of the Deposit Bank and Underlying as they deem appropriate to evaluate the risks and merits of an investment; risks related to the potential early termination of the Securities for an illegality or impracticality or following certain events in relation to the Underlying; that the Securities may be illiquid; risks relating to the delay in valuation or settlement if there is a market disruption event in relation to the Underlying and the fact that the Calculation Agent may adjust the Conditions to reflect adjustments or events in respect of the Underlying; that the cash settlement amount may decrease as a result of the time lag between exercise and the time the cash settlement amount is determined; that the return on the Securities may be less than the return from a direct investment in assets comprised in the Underlying; the various potential and actual conflicts of interest which may arise from the overall activities of the Issuer, the Calculation Agent, the Deposit Bank, their respective affiliates and the directors, officers, employees and agents thereof and that the Issuer and its affiliates may enter into transactions regarding the Underlying or constituents thereof which may impact on the value of the Underlying; and risks of decreases in the market value of the Securities which may be influenced by a number of factors such as actual market volatility, the creditworthiness and financial position of the Issuer and the value and volatility of the Underlying. Section E Offer Element Disclosure requirement ICM:

13 E.2b Use of proceeds/r easons for the offer E.3 Terms and conditions of the offer E.4 Interest of natural and legal persons involved in the issue/offer E.7 Expenses charged to the investor by the Issuer or an offeror The net proceeds from the issue of the Securities will be deposited with the Deposit Bank by or on behalf of the Issuer on or around the Issue Date. The reason for the offer of the Securities is to generate funds for the benefit of the Deposit Bank and to allow the Issuer to hedge the index-linked return (if any) on the Securities. An investor intending to acquire or acquiring any Securities from an offeror will do so, and offers and sales of Securities to an investor by such offeror will be made, in accordance with any terms and any other arrangements in place between such offeror and such investor including as to price, allocations and settlement arrangements. The subscription period Applications to subscribe for the Securities may be made from 1 February 2013 until the Primary Market End Date of 27 February The minimum subscription amount is 10 Securities and integral multiples of 1 Security in excess thereof. The maximum subscription amount is 1,000,000 Securities. Cancellation of the issuance of the Securities The Issuer reserves the right for any reason to cancel the issuance of the Securities. Early closing of the subscription of the Securities The Issuer reserves the right for any reason to close the subscription period early. Results of the offer The results of the offer will be published on the Luxembourg Stock Exchange's website ( and filed with the CSSF in accordance with Article 10 of the Prospectus Act 2005 in each case on or around the Issue Date. Applicants will be notified of their allotments under the offer or any other information relating to the offer through the Clearing Agent and their securities intermediaries. A distribution-related fee of up to 3 per cent. has been paid by the Issuer to the Distributor. The Distributor will charge investors a subscription fee per Security of up to 1% of the Issue Price. The amount of the subscription fee will be determined by the Distributor in its sole discretion and notified to investors ICM:

14 RISK FACTORS The following factors can affect the value of the Securities or the Issuer's ability to fulfil its obligations under the Securities it has issued. The majority of these factors depend on circumstances and events, the occurrence of which cannot be predicted and the Issuer is unable to make a statement concerning the probability of the occurrence of such circumstances or events. The following sections A E describe all material risk factors as well as conflicts of interest of the Issuer related to an investment in the Securities ICM:

15 A. ISSUER RISK FACTORS An investment in the Securities which are issued by Deutsche Bank bears the risk that Deutsche Bank is not able to fulfil its obligations created by the securities on the relevant due date. If this happens investors may lose some or all of their investment in the Securities. If a bankruptcy proceeding is commenced in respect to the Issuer, the return to an investor in the Securities may be limited and any recovery will likely be substantially delayed. In order to assess the risk, prospective investors should consider all information provided in this Prospectus, including, but not limited to, the section entitled Risk Factors provided in the Registration Document referred to in Documents Incorporated by Reference on page 34 of this Prospectus. Prospective investors should consult with their own legal, tax, accounting and other advisers if they consider it necessary. Even where the Issuer meets its obligations in full, the value of the Securities is expected to be affected, in part, by investors' general appraisal of the Issuer's credit worthiness. Any deterioration of the credit worthiness of the Issuer during the term of the Securities may result in increasing refinancing costs for the Issuer and thus the value of the Securities may decrease. However, any improvement of the credit worthiness of the Issuer during the term of the Securities may not increase the value of the Securities. The risk related to an issuer's ability to fulfil its obligations created by the issuance of securities may be described by reference to the credit ratings assigned by independent rating agencies. A credit rating is an assessment of the solvency or creditworthiness of debtors and/or bond-issuers according to established credit review procedures. These ratings and associated research help investors analyse the credit risks associated with fixed-income securities by providing detailed information of the ability of issuers to meet their obligations. The lower the assigned rating is on the respective scale, the higher the respective rating agency assesses the risk that obligations will not be met in full or on time. A rating is not a recommendation to buy, sell or hold any Securities issued and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. A suspension, reduction or withdrawal of any rating assigned may adversely affect the market price of the Securities issued. In general, European regulated investors are restricted under the Regulation (EC) No 1060/2009 (as amended) ("CRA Regulation") from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances whilst the registration application is pending. Such general restriction will also apply in the case of credit ratings issued by non-eu credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-eu rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as they case may be, has not been withdrawn or suspended). Certain information with respect to the credit rating agencies and ratings referred to in this Prospectus is set out below. Deutsche Bank is rated by Standard & Poor's Credit Market Services France ("S&P"), MIS UK, London ("Moody's") and by Fitch Italia S.p.A. ("Fitch", together with S&P and Moody's, the "Ratings Agencies"). Each of the Rating Agencies is established in the European Community and is registered under the CRA Regulation. As such the Rating Agencies are included in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website (at in accordance with such Regulation. The list of registered and certified rating agencies published by ESMA on its website in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list. As of the publication date of this Prospectus, the ratings assigned by the Rating Agencies to debt securities and money market instruments of Deutsche Bank were as follows: ICM: