1 1. Product Description This Barrier Reverse Convertible (the Security ) is a CHF denominated Security linked to the shares of Nestle, Roche and Zurich Insurance (the Underlyings ). The Security offers the investor Coupon payments on the Coupon Payment Dates. At maturity, the investor receives a reimbursement of 100% of the Nominal Amount plus the positive basket performance, if no Barrier Event has occurred. A Barrier Event is deemed to have occurred, if during the lifetime of the Security, any Underlying trades at or below the Barrier at any time. If a Barrier Event has occurred, the investor receives at maturity: a) If all Underlyings close above their Initial Reference Levels on the Final Valuation Date, 100% of the Nominal Amount. b) If at least one of the Underlyings closes at or below its Initial Reference Level on the Final Valuation Date, redemption will take place by physical delivery of the Underlying with the lowest Performance on the Final Valuation Date plus a cash fraction in accordance with the Exercise Ratio. This Security is not capital protected. If a Barrier Event occurs during the lifetime of the product, the investor will incur a loss equal to the negative Performance of the Worst performing Underlying. Accordingly, the investor will suffer a loss of the entire capital invested if the Underlying becomes worthless. The Coupon Amounts are paid out in any case regardless of the performance of the Underlying. This Note does not constitute any Collective Investment Schemes Unit in the meaning of the Swiss Federal Act on Collective Investment Schemes (CISA). Accordingly, holders of this Note do not benefit from the investor protection under the CISA or the approval or supervision by the Swiss Financial Market Supervisory Authority ( FINMA ). SVSP Product Type: Miscellaneous Yield Enhancement Certificates 1299 Underlying Information Name of the Underlying Nestle SA (Bloomberg: NESN VX) Roche Holding AG AG (Bloomberg: ROG VX) Zurich Insurance Group AG (Bloomberg: ZURN VX) Initial Reference Level Strike Level: 100% of Initial Reference Level Barrier Level: 56.1% of Initial Reference Level Exercise Ratio CHF 60.15 CHF 60.15 CHF 33.74 16.6251 CHF 187.10 CHF 187.10 CHF 104.96 5.3447 CHF 244.30 CHF 244.30 CHF 137.05 4.0933 Product Details Issuer Deutsche Bank AG, Frankfurt (S&P: A+, Moody s: A2, Fitch: AA-) Security Numbers ISIN: DE000DX4AAA9 WKN: DX4AAA Valoren: 14188277 Issue Size Nominal Amount Issue Price Settlement Currency Up to CHF 15,000,000 (can be increased or decreased anytime) CHF 1,000 per Note 100% of Nominal Amount CHF
2 Coupon Amount 5% p.a. of the Nominal Amount (act / 360) Each coupon is split into two components for EU Tax Directive purposes (applicable to private investors with tax domicile in the EU): 0.05% p.a. is subject to income tax 4.95% p.a. is qualified as capital gain The tax situation or the practice of the tax authorities may change during the lifetime of the product at any time. For further information on the tax treatment and tax implications investors should consult their tax advisors. Deutsche Bank AG, Frankfurt branch expressly excludes all liabilities in respect to any tax implications. Dates Subscription Period Start Date Subscription Period End Date 06 December 2012 19 December 2012 3pm CET Initial Valuation Date 19 December 2012 Issue Date / Payment Date 28 December 2012 Final Valuation Date 18 December 2015 Maturity Date 28 December 2015 Coupon Payment Dates 30 December 2013 29 December 2014 28 December 2015 Coupon Period The first coupon period starts on Issue Date (including) and ends on the first Coupon Payment Date (excluding). The second coupon period starts on the first Coupon Payment Date (including) and ends on the second Coupon Payment Date (excluding). The third coupon period starts on the second Coupon Payment Date (including) and ends on the third Coupon Payment Date (excluding). Redemption Redemption The investor is entitled to receive on Maturity Date: Scenario 1: If no Barrier Event has occurred: A cash amount equal to 100% of the Nominal Amount or the Basket Performance, whichever is higher Scenario 2 If a Barrier Event has occurred: a) if the Final Reference Level of all Underlyings is above its Initial Reference Level, 100% of the Nominal Amount in cash
3 b) if the Final Reference Level of one or more Underlyings is at or below its Initial Reference Level, the investor receives per Security a number of the Underlying Shares with the lowest Performance on the Final Valuation Date, determined according to the Exercise Ratio The value of any fraction will be paid in cash. Securities will not be aggregated for the purpose of physical settlement. Basket Performance 3 Nominal Amount 1 + 1 Reference Level i Initial Reference Level i Final 3 Initial Reference Level i i=1 Settlement Initial Reference Level i Final Reference Level i Barrier Event Underlying Share with the lowest Performance Business Day Cash or Physical The official closing price of Underlying i on the Initial Valuation Date The official closing price of Underlying i on the Final Valuation Date A Barrier Event is deemed to have occurred, if at any time on any Trading Day from Initial Valuation Date (excluding) to Final Valuation Date (including), the price of any Underlying is at or below its Barrier. The barrier is observed continously. The Underlying which has the worst Performance on the Final Valuation Date. The Performance is calculated as follows: (Final Reference Level Initial Reference Level) / Initial Reference Level. Frankfurt, Zurich General Information Governing Law/Jurisdiction Clearing Agent Calculation and Primary Paying Agent Reference Source Amendments Minimum Trade Size Listing Pricing Secondary Market German LAW/Frankfurt Euroclear Bank S.A./N.V., SIS SegaInterSettle Deutsche Bank AG, Frankfurt In relation to each security or other asset constituting the Index, the primary exchange on which such security or other asset is listed or traded as determined by the Calculation Agent Amendments to the Product Conditions occurring prior to the Maturity Date shall be notified in accordance with the General Conditions contained in the Final Terms or Prospectus, and shall also be published on www.x-markets.db.com 1 Security none This Security is quoted clean in the secondary market. The Issuer will under normal market conditions provide daily indicative bid/offer prices
4 Tax No Swiss withholding tax on interest and premium payments. No Swiss federal stamp duty at issuance (primary market). Stamp duty on secondary market transactions. The Coupon is split into two components: A premium payment is classified as a capital gain and is, for individuals having their tax residence in Switzerland and holding the Barrier Reverse Convertible as part of private property, not subject to income tax. The interest payment is classified as investment income and is subject to income tax. The investor will have to bear Swiss federal turnover stamp duty and usual fees in case of physical delivery of the shares. The afore mentioned tax treatment is valid at the time of launch of the issue and is not exclusive. The relevant tax laws and the administrative practice are subject to change. Deutsche Bank AG expressly excludes all liability in respect of any tax implications. EU Savings Tax For Swiss paying agents, this product is in scope (TK6). The interest payment is subject to the EU tax retention. 2. Profit and Loss Perspective This Product is suitable for investors who expect the Underlyings to trade sideways, positive or slightly negative, but not trade at or below the Barrier Level at any time during the lifetime of the Product. This Product allows investors to participate in the positive performance of the basket of Underlyings, if no Barrier Event occurs. In addition, this product pays an unconditional annual coupon. This Product is not capital protected. If any Underlying trades at or below the Barrier at any time during the lifetime of the product, the investor will incur a loss equal to the negative Performance of the Worst performing Underlying. Accordingly, the investor will suffer a loss of the entire capital invested if the Underlying becomes worthless. 3. Risk Factors The following describes the most important risk factors relating to the Issuer and the Product. Advice for Investors in Switzerland Issuer Risk Prospective investors should consider all information provided in the Offering Circular as well as in the brochure entitled Special Risks in Securities Trading (2008) (which is available on the Swiss Bankers association s website: www.swissbanking.org/en/home/shop.htm or may be obtained from their relationship manager upon request). Prospective investors should further consult with their own independent financial, legal, accounting, and/or tax advisers if they consider it necessary. Credit Risk The investors bear the credit risk of Deutsche Bank AG ("Deutsche Bank") as Issuer of the Product. The value of the investment instrument depends not only on the Underlying but also on the solvency of the Issuer, which may vary over the lifetime of the Product. The Products are unsubordinated, unsecured contractual obligations of the Issuer. They do not benefit from any preference in rank. The insolvency of the Issuer may lead to a partial or total loss of the invested capital.
5 Ratings Ratings assigned to the Issuer by certain independent rating agencies are an indicator of the Issuer s ability to meet its obligations in a timely manner. 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 at all or not be met in a timely manner. Rating agencies may change their ratings at short notice. A rating s change may affect the price of securities outstanding. Rating of Subordinated Obligations If the Issuer enters into subordinated obligations these obligations may be rated lower. The Issuer will disclose such ratings of subordinated obligations (if any). Liquidity Risk Product Risk Given regular market circumstances, Deutsche Bank AG is expected to continuously quote bid and ask prices, without being legally obliged to do so. The expected bid-/ask spread is 1%. An investment in the Product involves risks. These risks may include, among others, equity market, bond market, foreign exchange, interest rate, market volatility and economic, political and regulatory risks and any combination of these and other risks. Prospective purchasers should be experienced with respect to investments in such products and the Underlying. Prospective purchasers should understand the risks associated with an investment in the Product and should only reach an investment decision after careful consideration, with their legal, tax, accounting and other advisers, of (i) the suitability of an investment in the Product in the light of their own particular financial, tax and other circumstances; (ii) the information set out in this document and (iii) the Underlying. The Product is not capital protected. The Product may decline in value and investors should be prepared to sustain a loss of their investment in the Product. An investment in the Product should only be made after assessing the direction, timing and magnitude of potential future changes in the value of the Underlying, and/or the in the composition or method of calculation of the Underlying, as the return of any such investment will be dependent, inter alia, upon such changes. More than one risk factor may have simultaneous effect with regard to the Product such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of the Product. Selling Restrictions Any Products purchased by any person for resale may not be offered in any jurisdiction in circumstances which would result in the Issuer being obliged to register any further documentation relating to this Product in such jurisdiction. The restrictions listed below must not be taken as definitive guidance as to whether this Product can be sold in a jurisdiction. Additional restrictions on offering, selling or holding of this Product may apply in other jurisdictions. Investors in this Product should seek specific advice before on-selling this Product.
6 Europe Hong Kong Any public offer of this Product within a EEA jurisdiction (EU member states plus Norway, Iceland and Liechtenstein) shall only be possible if compliant with the requirements of the EUPD and with the law of that jurisdiction. If the prospectus either does not qualify as a prospectus published in accordance with the requirements of the EUPD or is not filed with or notified to the relevant Financial Supervisory Authority, this Product may not be offered or sold in EEA jurisdictions other than 1) in minimum denominations of, or total consideration per investor of at least, EUR 50,000 (or equivalent in other currencies), provided that the offer is only being made in one or more EEA jurisdiction that will not, before the end of the offer period for the Notes, have implemented the provision under the Directive 2010/73/EU (the PD Amending Directive ) that increases this minimum denomination (or total consideration per investor) to EUR 100,000; or 2) only to Qualified Investors; and/or (aggregated for all distributors) to less than 100 or, if the relevant EEA jurisdiction has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons that are not Qualified Investors per EEA jurisdiction. "Qualified Investors" are persons or entities as defined in the Prospectus Directive. For information on public offering in EEA jurisdictions please see under section General Information above. Each purchaser has represented and agreed that it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Products, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Products which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. Investors are advised to exercise caution in relation to any offer. If an investor is in any doubt about any of the contents of this document, the investor should obtain independent professional advice. This is a structured product which involves derivatives. Do not invest in it unless you fully understand and are willing to assume the risks associated with it. Singapore This document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of this Product may not be circulated or distributed, nor may this Product be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act (Cap. 289) of Singapore ("SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where this Product is subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section
7 (b) 4A of the SFA)) 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 a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the securities pursuant of an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276 (4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; or (4) as specified in Section 276 (7) of the SFA. UK For the purpose of non-discretionary accounts, this Product should not be sold with a consideration of less than 100,000 EUR or equivalent.
8 Important Notice In connection with the offer and sale of the Securities, the distributor may acquire the Securities at a discount to the Issue Price or at the Issue Price. If the distributor acquires the Securities at the Issue Price, it may receive a distribution fee. Such amounts received by the distributor may be in addition to the brokerage cost/fee normally applied by the distributor. The purchaser acknowledges that such distribution fee may be retained by the distributor and that more information may be obtained from the relevant distributor. Deutsche Bank AG, Frankfurt, is licensed to carry on banking business and to provide financial services by the German Federal Financial Services Supervisory Authority ("Bundesanstalt für Finanzdienstleistungsaufsicht"). Deutsche Bank AG, London Branch, is also regulated by the Financial Services Authority for the conduct of UK business. This document contains a short summary description of the most relevant terms and conditions of the above-described Product (the "Product"). The complete terms and conditions are included in the Offering Circular/Final Terms. The facts contained herein are merely for information purposes. This document, and the information contained therein, does not constitute an issue prospectus according to the articles 652a and 1156 of the Swiss Code of Obligations ("CO"). The relevant terms and conditions are included in the offering circular, which can be obtained free of charge at Deutsche Bank AG, Frankfurt, Zurich Branch, POB 8730, 8021 Zurich, Switzerland. The final version of this document fulfils the conditions of a simplified prospectus pursuant to art. 5 para. 3 of the Swiss Federal Act on Collective Investment Schemes (CISA). This product does not represent a participation in any of the collective investment schemes pursuant to Art. 7 et seq. of the Swiss Federal Act on Collective Investment Schemes (CISA) and thus is not subject to the authorisation or supervision of the Swiss Financial Market Supervisory Authority (FINMA). Therefore, investors in this product are not eligible for the specific investor protection under the CISA. This document, and the information contained therein, does not constitute the provision of investment advice; its sole purpose is the description of the Product. Investing in these Products entails risks and a decision to invest must in all cases be taken only based on the Offering Circular. Please consider all risks described in the Offering Circular carefully prior to investing in the Product and consult your professional independent financial, legal, accounting, and/or tax adviser with respect to an investment in the Product. For further information, please contact your personal client advisor. All opinions contained herein are based on the current view of Deutsche Bank AG, and may be amended without prior notice. Deutsche Bank AG does not make any representation, recommendation or warranty, regarding the accuracy, adequacy, reasonableness or completeness of the information contained herein, even though all information contained herein originates from reliable sources. All rates and prices are subject to changes and are published for information purpose only and not as indicator for tradable rates and prices. The relevant Tax Laws or the practice of the Tax Authorities may change at any time. Deutsche Bank AG is not responsible for and assumes no liability with respect to any tax implications on this Product. Past performance is not indicative of future results. The Products are unsubordinated, unsecured contractual obligations of Deutsche Bank AG. They do not benefit from any preference in rank. The insolvency of Deutsche Bank AG may lead to a partial or total loss of the invested capital. Deutsche Bank AG or its affiliates or persons associated with Deutsche Bank AG or its affiliates may maintain a long or short position in Products and Underlyings referred to herein, or in related futures or options, purchase or sell, make a market in, or engage in any other transaction involving such Products and Underlyings, and earn brokerage or other compensation. If applicable, the capital protection feature only applies if Securities are held to maturity. Market values may be affected by a number of factors including index values, volatility, time to maturity, dividend yields and issuer credit ratings. These factors are interrelated in complex ways, and as a result, the effect of any one factor may be offset or magnified by the effect or another factor. The distribution of these Products is prohibited in some jurisdictions. This document and the information contained herein may only be distributed and published in jurisdictions in which such distribution and publication is permitted. In particular these Securities have not be authorised for offer or distribution to the public in the European Economic Area and the UK and may not be offered or sold in the United States, Canada, Japan, or to U.S. persons. Further risk disclosures pursuant to MiFID can be obtained on http://globalmarkets.db.com/riskdisclosures Index Disclaimer The EURO STOXX Index STOXX and its licensors (the "Licensors") have no relationship to the Issuer, other than the licensing of the EURO STOXX 50 Index and the related trademarks for use in connection with the Securities. STOXX and its Licensors do not: Sponsor, endorse, sell or promote the Securities. Recommend that any person invest in the Securities or any other Securities. Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Securities. Have any responsibility or liability for the administration, management or marketing of the Securities. Consider the needs of the Securities or the owners of the Securities in determining, composing or calculating the EURO STOXX 50 Index or have any obligation to do so.