Bond Deutsch Postbank 4.668% ( XS0249466730 ) in EUR

Issuer Deutsch Postbank
Market price 100 %  ⇌ 
Country  Germany
ISIN code  XS0249466730 ( in EUR )
Interest rate 4.668% per year ( payment 1 time a year)
Maturity 30/06/2016 - Bond has expired



Prospectus brochure of the bond Deutsche Postbank XS0249466730 in EUR 4.668%, expired


Minimal amount 50 000 EUR
Total amount 500 000 000 EUR
Detailed description Deutsche Postbank is a German retail banking subsidiary of Deutsche Post offering a range of financial services including checking accounts, savings accounts, loans, and investment products.

The Bond issued by Deutsch Postbank ( Germany ) , in EUR, with the ISIN code XS0249466730, pays a coupon of 4.668% per year.
The coupons are paid 1 time per year and the Bond maturity is 30/06/2016







7 500,000,000 Dated Upper Tier 2 Securities
issued by
ProSecure Funding Limited Partnership
(a limited partnership established under the laws of Jersey on 16 March 2006)
with the payment of coupons and principal conditional upon receipt of profit distributions and repayment from
cumulative profit participation securities (Genussscheine) issued by
Deutsche Postbank AG
Bonn
incorporated as a stock corporation (Aktiengesellschaft) under German law
The issue price of the 5 500,000,000 Dated Upper Tier 2 Securities in the denomination of 5 1,000 each (the Securities)
issued by ProSecure Funding Limited Partnership (the Issuer) is 100 per cent. of their nominal amount.
Interest on the nominal amount of the Securities will accrue from (and including) 31 March 2006 (the Issue Date) until
30 June 2016 for each Coupon Period (as defined below) at a rate of 4.668 per cent. per annum and will be payable
annually in arrear on each Due Date (as defined herein), commencing on 30 June 2007. Coupon Periods run from (and
including) 30 June of each year to (but excluding) 30 June of the following year, except for the first Coupon Period, which
runs from (and including) the Issue Date to (but excluding) 30 June 2007. Payments of interest (each such payment a
Coupon Payment) may be delayed and are contingent on the Issuer's actual receipt of funds under the Cumulative Profit
Participation Securities, under the Loan Agreement and under the Indemnity Agreement (each as defined herein) as
described in "Terms and Conditions of the Securities".
The Issuer will use the proceeds of the issue of the Securities exclusively to acquire profit participation securities (Ge-
nussscheine) issued on the Issue Date by Deutsche Postbank AG (Postbank or the Bank) in the aggregate nominal amount
of 5 500,000,000 (the Cumulative Profit Participation Securities). The Issuer expects to fund Coupon Payments on the
Securities with profit distribution payments received under the Cumulative Profit Participation Securities and funds
received from Postbank under a loan agreement (the Loan Agreement). Pursuant to a fiduciary assignment and transfer
agreement to be dated 31 March 2006 (the Fiduciary Assignment Agreement) between the Issuer, the Issuer's partners,
Postbank, the Lender and Deutsche Bank Luxembourg S. A., acting as a security trustee for the benefit of the holders of the
Securities (Security Trustee), the Issuer will assign and transfer to the Security Trustee its ownership interest in the global
certificate representing the Cumulative Profit Participation Securities and will assign all of its claims against the Lender
under the Loan Agreement and all of its claims against Postbank for indemnification in respect of withholding tax under
the laws of Jersey, if any, to the Security Trustee for the benefit of the holders of the Securities (the Securityholders).
The Securities are scheduled to be redeemed at their redemption amount (as set out herein) on 30 June 2016. Redemp-
tion may be delayed and is contingent on the Issuer's actual receipt of funds under the Cumulative Profit Participation
Securities. The Securities may be redeemed earlier if the Cumulative Profit Participation Securities are redeemed prior to
their scheduled maturity and at the option of the Issuer under certain tax-related conditions.
Investing in the Securities involves certain risks. Please review carefully the section entitled "Risk Factors" beginning on
page 22 of this Prospectus.
The Bank expects that, upon issuance, the Securities will be assigned a rating of A3 by Moody's Investors Service, Inc.
(Moody's), a rating of BBB+ by Standard and Poor's (a division of The McGraw-Hill Companies, Inc.) (S&P) and a rating
of A- by Fitch Ratings Ltd. (Fitch). A rating is not a recommendation to buy, sell, or hold securities, and may be subject to
revision, suspension or withdrawal at any time by the relevant rating agency.
The Securities will initially be represented by a temporary global security in bearer form without coupons which will be
deposited on or about the Issue Date with a common depositary for Euroclear Bank S. A./N. V., as operator of the Euro-
clear system (Euroclear), and Clearstream Banking, sociØtØ anonyme (Clearstream Luxembourg), where the Securities
have been accepted for clearance. The Securities will be transferable in Euroclear and Clearstream exclusively in aggre-
gate denominations of 5 50,000 or greater.
Application has been made to the Irish Financial Services Regulatory Authority (IFSRA), as competent authority under
Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 (the Prospectus Directive), for this
Prospectus to be approved. Application has been made to the Irish Stock Exchange for the Securities to be admitted to the
Official List and trading on its regulated market. There can be no assurance that listing on the Irish Stock Exchange with
respect to the Securities will be granted. The Issuer will request IFSRA to provide the competent authorities in Austria, Ger-
many, the Grand-Duchy of Luxembourg, The Netherlands and the United Kingdom with a certificate of approval attesting
that the Prospectus has been drawn up in accordance with the Prospectus (Directive 2003/71/EC) Regulations 2005 which
implements Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to
be published when securities are offered to the public or admitted to trading (the Prospectus Directive) into Irish law. Prior
to the issuance of the certificate of approval to the said competent authorities and publication of the Prospectus where such
publication is required, no public offer of the Securities will be permissible in Austria, Germany, the Grand-Duchy of Luxem-
bourg, The Netherlands and the United Kingdom (see "Subscription and Sale ­ Selling Restrictions").
Joint Lead Managers
Credit Suisse
Deutsche Bank
Morgan Stanley
Co-Managers
Dresdner Kleinwort
JP Morgan
Lehman Brothers
SociØtØ GØnØrale
Wasserstein
Corporate & Investment
Banking
The date of this Prospectus is 29 March 2006. This Prospectus constitutes a prospectus pursuant to, and is in
compliance with the requirements of, the Prospectus Directive.


Responsibility Statement
The Bank accepts responsibility for the information contained in this Prospectus (the Prospectus) and
hereby declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and does
not omit anything likely to affect its import. The Issuer accepts responsibility for the information in
this Prospectus about itself and the description of the Transaction (as defined in "Summary") and to
the best of its knowledge the information is in accordance with the facts and does not omit anything
likely to affect the import of such information. The Issuer does not accept responsibility for any other
information contained in this Prospectus.
Notice
No person is authorised to give any information or to make any representations other than those
contained in this Prospectus and, if given or made, such information or representations must not be
relied upon as having been authorised by or on behalf of the Issuer, the Bank or by or on behalf of
Deutsche Bank Aktiengesellschaft, Morgan Stanley & Co. International Limited, Credit Suisse Secur-
ities (Europe) Limited, Dresdner Bank AG London Branch, Lehman Brothers International (Europe),
JP Morgan Securities Ltd. or SociØtØ GØnØrale (each, a Manager, and collectively, the Managers).
Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the Issuer or the Bank or any of
their respective affiliates since the date of this Prospectus, or that the information herein is correct at
any time since its date.
An investment in the Securities is suitable only for financially sophisticated investors who are cap-
able of fully evaluating the risks involved in making such investments and who have an asset base
sufficiently substantial as to enable them to sustain any loss that they might suffer as a result of mak-
ing such investments.
Prospective investors should inform themselves as to the legal requirements and tax consequences
within the countries of their residence and domicile for the acquisition, holding or disposal of Secu-
rities and any foreign exchange restrictions that might be relevant to them. This Prospectus does not
constitute an offer of, or an invitation by or on behalf of, the Issuer, the partners of the Issuer, the Bank
or the Managers to subscribe for or to purchase any of the Securities.
Prospective investors should satisfy themselves that they understand all of the risks associated with
making investments in the Securities. If a prospective investor is in any doubt whatsoever as to the
risks involved in investing in the Securities, he should consult professional advisers.
This Prospectus is not intended to provide the basis of any credit or other evaluation and should not
be considered as a recommendation by the Issuer, the partners of the Issuer, the Bank or the Man-
agers that any recipient of this Prospectus should purchase any of the Securities. Each investor con-
templating purchasing Securities should make his own independent investigation of the financial
condition and affairs, and his own appraisal of the creditworthiness, of the Issuer and the Bank.
None of the Issuer, Postbank or the Managers has taken any action that would permit a public offer-
ing of the Securities or distribution of this document in any jurisdiction where action would be
required for such a purpose. No public offer of the Securities may be made in Austria, Germany, the
Grand-Duchy of Luxembourg, The Netherlands or the United Kingdom prior to the issuance of a cer-
tificate of approval by the IFSRA to the competent authorities of such countries and publication of the
Prospectus in such jurisdictions where such publication is required. The offer, sale and delivery of the
Securities and the distribution of this Prospectus in certain jurisdictions is restricted by law. Persons
into whose possession this Prospectus comes are required by the Issuer, the Bank and the Managers
to inform themselves about and to observe any such restrictions. In particular, the Securities have not
been and will not be registered under the United States Securities Act of 1933, as amended (the Secu-
rities Act). Subject to certain limited exceptions, the Securities may not be offered, sold or delivered
within the United States or to U. S. persons.
2


The Jersey Financial Services Commission (the Commission) has given and has not withdrawn its
consent under Article 10 of the Control of Borrowing (Jersey) Order 1958 to the creation by the Issuer
of the limited partnership interests in the Issuer. The Commission is protected by the Control of Bor-
rowing (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions
under that Law.
Nothing in this Prospectus or anything communicated to holders of, or investors in, the Securities (or
any such potential security holders or investors) is intended to constitute, or should be construed as,
advice on the merits of the purchase of, or subscription for, the Securities or the exercise of any rights
attached thereto for the purposes of the Financial Services (Jersey) Law 1998, as amended.
It should be noted that the Securities do not represent partnership interests in the Issuer.
IN CONNECTION WITH THE ISSUE OF THE SECURITIES, DEUTSCHE BANK AG, LONDON BRANCH
AS STABILISING MANAGER OR PERSONS ACTING ON ITS BEHALF MAY OVER-ALLOT SECURITIES
(PROVIDED THAT IN THE CASE OF THE SECURITIES TO BE ADMITTED TO TRADING ON THE IRISH
STOCK EXCHANGE THE AGGREGATE NOMINAL AMOUNT OF THE SECURITIES ALLOTTED DOES
NOT EXCEED 105 % OF THE AGGREGATE NOMINAL AMOUNT OF THE SECURITIES) OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE SECURITIES AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSUR-
ANCE THAT DEUTSCHE BANK AG, LONDON BRANCH AS STABILISING MANAGER (OR ANY PER-
SON ACTING ON ITS BEHALF) WILL UNDERTAKE ANY STABILISATION ACTION. ANY STABILISA-
TION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE
OF THE TERMS OF THE OFFER OF THE SECURITIES IS MADE AND, IF BEGUN, MAY BE ENDED AT
ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE
DATE OF THE RECEIPT OF THE PROCEEDS OF THE ISSUE BY THE ISSUER AND 60 CALENDAR DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE SECURITIES.
3


TABLE OF CONTENTS
CLAUSE
PAGE
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
GERMAN TRANSLATION OF THE SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
SELECTED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
PRESENTATION OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
CAPITALISATION, REGULATORY CAPITAL, BALANCE SHEET PROFITS AND NET PROFITS . . . .
47
TERMS AND CONDITIONS OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
TERMS AND CONDITIONS OF THE CUMULATIVE PROFIT PARTICIPATION SECURITIES . . . . . . .
64
TERMS AND CONDITIONS OF THE LOAN AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
DESCRIPTION OF THE CONTRIBUTION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
DESCRIPTION OF THE FIDUCIARY ASSIGNMENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
GENERAL INFORMATION ON THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
POSTBANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
POSTBANK GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
INDEX OF FINANCIAL STATEMENTS OF POSTBANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
INDEX OF DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
4


SUMMARY
The following constitutes a summary (the Summary) of certain essential characteristics of the transac-
tion underlying the issuance and offering of the Securities, the terms of the Securities, the terms of the
Cumulative Profit Participation Securities and certain other material agreements. This Summary
should be read as an introduction to this Prospectus. It does not purport to be complete and is taken
from, and is qualified in its entirety by, the remainder of this Prospectus. Any decision by an investor to
invest in the Securities should be based on consideration of this Prospectus as a whole. 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 such court, have to bear the costs of translating the Prospectus
before the legal proceedings are initiated. Civil liability attaches to those persons who have tabled this
Summary including any translation thereof, and applied for its notification, but only if the Summary is
misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus.
Introductory Summary of the Transaction
The following paragraphs contain a brief overview of the most significant features of the transaction
consisting of the issuance of the Securities by the Issuer and payment of the proceeds therefrom to
Postbank in consideration for the purchase from Postbank of the Cumulative Profit Participation Secu-
rities issued by Postbank (the Transaction).
The Issuer proposes to issue the 5 500,000,000 Dated Upper Tier 2 Securities. With the proceeds of the
issue of the Securities, the Issuer will acquire the Cumulative Profit Participation Securities (Kumulative
Genussscheine) issued by Postbank in the aggregate nominal amount of 5 500,000,000. For this pur-
pose, the Issuer will pay the purchase price for the Cumulative Profit Participation Securities of
5 500,000,000 to Postbank in cash.
As holder of the Cumulative Profit Participation Securities, the Issuer will earn profit distributions
(Profit Distributions) calculated annually on the basis of the nominal amount of the Cumulative Profit
Participation Securities for each fiscal year of Postbank and payable annually in arrear (Profit Distribu-
tion Payments) on the later of (i) 30 June following the end of the fiscal year of Postbank to which the
Profit Distribution relates or (ii) if on 29 June following the end of the relevant fiscal year the annual
financial statements of Postbank have not been adopted, the Business Day (as defined below) follow-
ing the adoption thereof (each such date, a Due Date). Profit Distributions will only accrue if and to the
extent that there is a sufficient balance sheet profit (Bilanzgewinn) recorded on Postbank's audited
annual unconsolidated balance sheet in accordance with German generally accepted accounting
principles (German GAAP) for the relevant fiscal year (Balance Sheet Profit). Under German GAAP,
the Balance Sheet Profit is derived from the net income for the year (Jahresüberschuss) adjusted for
profits/losses carried over from the previous fiscal years as well as transfers from capital reserves
(Kapitalrücklage) and transfers from and allocations to retained earnings (Gewinnrücklagen). Post-
bank will not be obliged to realise hidden reserves or to make withdrawals from on-balance sheet
reserves in order to ensure a Balance Sheet Profit.
If the Balance Sheet Profits of Postbank do not suffice for the accrual of full Profit Distributions, Profit
Distributions may accrue in part or no Profit Distributions may accrue at all for the relevant fiscal year
of Postbank. Such unpaid Profit Distributions will constitute Arrears of Profit Distributions. Arrears of
Profit Distributions will become payable on each following Due Date subject to sufficient Balance
Sheet Profits having been recorded by Postbank for the fiscal year to which the Profit Distribution
Payment payable on such Due Date relates so as to enable Postbank to pay both the Arrears of Profit
Distributions and the Profit Distribution Payment falling due on such date. If such subsequent Balance
Sheet Profits are insufficient, Postbank will first pay any Arrears of Profit Distributions before making
any Profit Distribution Payments. Any obligation by Postbank to make Profit Distribution Payments
and payments of Arrears of Profit Distributions will be extinguished to the extent that such payments
have not been made by Postbank before or on the repayment date of the Cumulative Profit Participa-
tion Securities (the Repayment Date, which will be the later of (i) 30 June 2016 and (ii) if on 29 June
2016 the annual financial statements of Postbank for the fiscal year ended 31 December 2015 have not
been adopted, the Business Day following the adoption thereof) as a result of insufficient Balance
Sheet Profits.
5


In addition, the Issuer, as holder of the Cumulative Profit Participation Securities, shares in a Balance
Sheet Deficit (as defined in the Terms and Conditions of the Cumulative Profit Participation Secu-
rities) of the Bank in the proportion which the book value of the Cumulative Profit Participation Secu-
rities bears in relation to the aggregate book value of all of Postbank's regulatory banking capital (haf-
tendes Eigenkapital) sharing in a Balance Sheet Deficit. In such case, the book value of the Cumula-
tive Profit Participation Securities will be reduced by the amount of its pro rata share in the relevant
Balance Sheet Deficit (Reduction). After a Reduction, the book value of the Cumulative Profit Partici-
pation Securities will be replenished to the nominal amount of 5 1,000 each in future fiscal years pro-
vided that such replenishment does not cause or increase a net loss of Postbank (Jahresfehlbetrag) in
its audited annual unconsolidated financial statements for the relevant fiscal year. Profit Distributions
will only be paid after a full replenishment of the Cumulative Profit Participation Securities' book
value to 5 1,000 each. If the book value of the Cumulative Profit Participation Securities at the Repay-
ment Date is less than their nominal amount, redemption will be made on the Repayment Date at the
lesser book value. The holders of the Cumulative Profit Participation Securities will be entitled to
additional redemption payments up to an amount corresponding to the difference between the re-
demption payment made on the Repayment Date and the nominal amount of the Cumulative Profit
Participation Securities if and to the extent the requirements for a replenishment of the book value of
the Cumulative Profit Participation Securities up to the nominal amount of 5 1,000 each are met in any
fiscal year of the Bank ending on or before 31 December 2019. Such additional redemption payments
will be made on the later of (i) 30 June following the end of the relevant fiscal year of Postbank to
which the replenishment relates or (ii) if on 29 June following the end of the relevant fiscal year the
annual financial statements of Postbank have not been adopted, the Business Day following the
adoption thereof (each an Additional Repayment Date). However, any further claims for redemption
of the Cumulative Profit Participation Securities will be extinguished with regard to any Reduction
still existing at the end of the fiscal year of the Bank ending on 31 December 2019.
Postbank's payment obligations under the Cumulative Profit Participation Securities (i) are subordi-
nated in liquidation and insolvency to the claims of all existing and future creditors of Postbank (but
excluding the creditors referred to under (ii) and (iii) below), (ii) rank at least pari passu (by percent-
age of the amount payable) with all claims for the repayment of, and distributions on, all existing and
future profit participation rights and profit participation securities (Genussrechte and Genussscheine)
of Postbank in accordance with § 10(5) of the German Banking Act (KWG) and long term subordinated
liabilities (längerfristige nachrangige Verbindlichkeiten) of Postbank in accordance with § 10(5a) KWG
and (iii) rank senior to all claims for the repayment of, and distributions on, all existing and future
silent participations (Stille Beteiligungen), all other instruments qualifying as tier 1 capital (Kernkapi-
tal) of the Bank (whether on a Bank or consolidated level), any guarantees and support undertakings
in respect of such instruments and all claims of shareholders of Postbank in connection with their
shares in the registered share capital of Postbank.
Profit Distribution Payments and replenishments of the book value of the Cumulative Profit Participa-
tion Securities after a Reduction are subject to German withholding tax (Kapitalertragsteuer) plus
solidarity surcharge (Solidaritätszuschlag) (German Withholding Tax) to be withheld and transferred
by Postbank to the German tax authorities. To the extent such Profit Distribution Payments and to the
extent such replenishments are attributable to the Issuer's limited partner as taxable profit under Ger-
man tax laws, such withholdings will be counted as a prepayment towards the German income tax
owed by the Issuer's limited partner. The Issuer's limited partner expects that it will in such case be
entitled to refund claims against the German tax authorities (Tax Refund Claims) in amounts by which
the prepayments in the form of withholdings made by Postbank exceed its actual German income tax
liability. The Issuer's limited partner has undertaken in a separate contribution agreement with the
Issuer's general partner dated 29 March 2006 (the Contribution Agreement) to contribute to the Issuer
amounts that it receives from the German tax authorities on account of its Tax Refund Claims as and
when it receives such amounts (each such payment a Contribution Payment). As Tax Refund Claims
only become due after the tax assessment for each fiscal year, the Issuer, on 29 March 2006, has
entered into a loan agreement (the Loan Agreement) with Postbank (in that capacity, the Lender).
Under the Loan Agreement, the Issuer is paid loan advances (each an Advance) in order to fund its
obligations to pay interest on the Securities and to bear the German Withholding Tax relating to the
replenishment of the book value of the Cumulative Profit Participation Securities after a Reduction.
The Issuer expects to repay the Advances with the monies that it receives as Contribution Payments.
6


Payment of principal and interest on the Securities is conditional upon receipt by the Issuer of (i) Profit
Distribution Payments and/or the redemption amount under the Cumulative Profit Participation Secu-
rities (the Repayment Amount) from Postbank, (ii) Advances from the Lender under the Loan Agree-
ment and (iii) payments from Postbank under the Indemnity Agreement. Hence, payments under the
Securities are linked to Profit Distribution Payments and payment of the Repayment Amount which,
in turn, are each dependent on Postbank's financial performance. The Issuer's obligation to make
Coupon Payments and redemption payments (Redemption Payments) under the Securities is, there-
fore, dependent on the financial condition and results of operations of Postbank.
Pursuant to the Fiduciary Assignment Agreement between the Issuer, the Issuer's partners, Postbank,
the Lender and the Security Trustee, the Issuer will assign and transfer to the Security Trustee its own-
ership interest in the global certificate representing the Cumulative Profit Participation Securities and
will assign all of its claims against the Lender under the Loan Agreement and all of its claims against
Postbank for indemnity in respect of withholding tax under the laws of Jersey, if any, to the Security
Trustee for the benefit of the Securityholders.
Postbank intends to treat the Cumulative Profit Participation Securities upon receipt of the proceeds
as upper tier two capital for the purposes of determining its compliance with consolidated and
unconsolidated regulatory capital requirements. For more information on the regulatory capital
requirements applicable to Postbank and its consolidated subsidiaries, see "Regulation".
7


Summary in respect of Postbank
Deutsche Postbank AG (Postbank or the Bank and, together with its subsidiaries, the Postbank
Group) is a stock corporation under German law. It was granted a full banking license as of 1 January
1995, i. e., Postbank is entitled to conduct banking transactions of all types. The registered office of
Deutsche Postbank AG is located in Bonn, Federal Republic of Germany, and the group headquarters
of Postbank Group are located at Friedrich-Ebert-Allee 114­126, 53113 Bonn, Federal Republic of Ger-
many (Tel. +49-228-920-0). Deutsche Postbank AG is registered with the commercial register of the
Local Court of Bonn (Amtsgericht Bonn) under HRB 6793.
With approximately 15.5 million active customers and approximately 4.6 million checking accounts,
Postbank is the largest retail bank (single institution) in the Federal Republic of Germany (according
to estimates of Postbank based on annual reports of other German banks). Postbank Group has orga-
nized its operations into the business segments Retail Banking, Corporate Banking, Financial Mar-
kets, Transaction Banking and Others. As of 1 January 2006, Postbank Group has taken over from
Deutsche Post AG 850 retail outlets, the majority of which are Postbank Centers, for a purchase price
of 5 986 million. On 2 January 2006, Postbank acquired a 82.9 per cent. interest (137,581,212 shares,
purchase price 5 10 per share) in BHW Holding AG (BHW), the parent company of the BHW Group,
and subsequently extended a mandatory tender offer to the remaining minority shareholders in
BHW at a share price of 5 15.05 per share. Upon settlement of the mandatory tender offer, Postbank
held 98.43 per cent. in BHW.
Summary in respect of the Risk Factors
Summary in respect of the Risks associated with Postbank's business
Postbank is exposed to a number of risks, including in particular:
­ Market risks (in particular, risks relating to the considerable liquidity surplus of Postbank Group
and interest-rate related risks);
­ Credit risks;
­ Risks relating to the integration of BHW Group and the 850 retail outlets taken over from Deutsche
Post AG;
­ Risks that the financing of Postbank's pension benefits by the Federal Republic of Germany and
the compensation paid by Postbank for the use of Deutsche Post AG's retail outlet network might
be found to constitute prohibited state aid;
­ Risks relating to the recognition of tax loss carryforwards; and
­ General operational and business risks.
If any of these risks materializes, this may have material adverse effects on the financial condition and
results of operations of Postbank.
Summary in respect of the Risks associated with the Securities
An investment in the Securities involves certain risks associated with the characteristics of the Secu-
rities which could lead to substantial losses the Securityholders would have to bear in the event of
having to sell their Securities or with regard to receiving interest payments and repayment of princi-
pal. Those risks include that:
­ Interest payments on the Securities depend on Postbank's profits and will not accrue (i) if and to
the extent such accrual would create or increase a Balance Sheet Deficit (Bilanzverlust) in Post-
bank's audited annual unconsolidated accounts in accordance with German GAAP or (ii) if the
book value of the Cumulative Profit Participation Securities is below their nominal amount due to
a loss sharing in the past. Arrears of interest resulting therefrom may be payable in subsequent
years, however, any arrears of interest not payable on the Repayment Date will be extinguished.
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­ Repayment of principal of the Securities is dependent on the book value of the Cumulative Profit
Participation Securities as reflected in Postbank's audited annual unconsolidated balance sheet
relating to the fiscal years of Postbank immediately preceding (i) the Repayment Date and (ii) any
Additional Repayment Date thereafter. In case the book value of the Cumulative Profit Participa-
tion Securities determined on all of these dates is lower than their nominal amount, the Security-
holders will incur a corresponding loss on their investment.
­ Any payment under the Securities is conditional upon the actual receipt by the Issuer of corre-
sponding amounts from Postbank under the Cumulative Profit Participation Securities, the Indem-
nity Agreement (if applicable) and the Loan Agreement.
­ The Securities may be subject to early termination prior to their scheduled maturity. In addition to
any termination rights expressly stated in the terms and conditions of the Securities, the Cumula-
tive Profit Participation Securities and the agreements relating to the issue of the Securities and
the Cumulative Profit Participation Securities, there may be extraordinary termination rights
under German law that cannot contractually be excluded.
­ The Securities are (save for the security interest created for the benefit of the Securityholders pur-
suant to the Fiduciary Assignment Agreement) unsecured obligations of the Issuer.
­ Claims under the Cumulative Profit Participation Securities are subordinated. In the event of the
liquidation or insolvency of Postbank, claims of the Securityholders would be equal to the liquida-
tion proceeds obtained by the Issuer for the Cumulative Profit Participation Securities which
would rank junior to the claims of all unsubordinated creditors of Postbank.
­ There is no restriction on the amount of debt that the Issuer or Postbank may incur.
­ Prior to their issue, there has been no public market for the Securities and there can be no assur-
ance that an active public market for the Securities will develop.
Summary in respect of the Risks associated with the Issuer
The Issuer is a special purpose entity and is not affiliated with Postbank. The Issuer will not have any
assets other than the claims under the Cumulative Profit Participation Securities, the Loan Agree-
ment, the Indemnity Agreement and the Contribution Agreement. There can be no assurance that
the Issuer will receive sufficient funds to satisfy the Securityholders' payment claims under the Secu-
rities. In particular, the Fiduciary Assignment Agreement between the Issuer, the Issuer's partners,
Postbank, the Lender and the Security Trustee does not assure the due payment of the above claims.
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Summary of the Offering
The following overview describes the most important elements of the offering and the Transaction. It
is necessarily incomplete and investors are urged to read carefully the entire summary and the full
text of the Prospectus for a more precise description of the offered Securities.
Securities Offered
5 500,000,000 Dated Upper Tier 2 Securities; see ("­ Summary of the Terms of
the Securities").
Issuer
ProSecure Funding Limited Partnership, a limited partnership established
under the laws of Jersey on 16 March 2006.
Partners in the
The Issuer's general partner (with a 0.1 per cent. interest in the Issuer's equity)
Issuer
is ProSecure Funding Limited, a limited liability company incorporated under
the laws of Jersey (the Issuer General Partner). The sole shareholder of
the Issuer General Partner is Mourant & Co. Trustees Limited as trustee of the
ProSecure Funding Limited Charitable Trust. The Issuer's limited partner (with
a 99.9 per cent. interest in the Issuer's equity) is ProSecure Funding GmbH,
Düsseldorf, Germany, a limited liability company (Gesellschaft mit beschränk-
ter Haftung) incorporated under the laws of Germany (the Issuer Limited
Partner). The sole shareholder of the Issuer Limited Partner is Mourant & Co.
Trustees Limited as trustee of the ProSecure Funding GmbH Charitable Trust.
Limited Purpose
Apart from purchasing and holding the Cumulative Profit Participation Secu-
of Issuer
rities (see "­ Summary of the Cumulative Profit Participation Securities"),
entering into other agreements ancillary to the Transaction and the issuance
of the Securities, the Issuer General Partner has agreed with the Issuer Limited
Partner that the Issuer General Partner will not create additional liabilities for
the Issuer, other than those liabilities that are necessary to keep the Issuer's
business in operation. See "General Information on the Issuer".
The Bank
Deutsche Postbank AG, Bonn, a bank incorporated as a stock corporation
(Aktiengesellschaft) under German law.
Cumulative Profit
With the proceeds of the issue of the Securities, the Issuer will purchase the
Participation
Cumulative Profit Participation Securities issued by Postbank in the aggregate
Securities
nominal amount of 5 500,000,000; see "­ Summary of the Terms of the Cumu-
lative Profit Participation Securities".
Contribution
In the Contribution Agreement, entered into between the Issuer Limited Part-
Agreement
ner and the Issuer General Partner, the Issuer Limited Partner has undertaken
for the benefit of the Issuer to contribute to the Issuer any amounts that it
receives from the German tax authorities on account of its Tax Refund Claims.
See "Description of the Contribution Agreement".
Loan Agreement
Under the Loan Agreement, Postbank (in this capacity, the Lender) will pay to
the Issuer Advances corresponding to the relevant withholdings on account of
German Withholding Tax on the Profit Distribution Payments, payments on
Arrears of Profit Distributions and on replenishments of the Cumulative Profit
Participation Securities after a Reduction. The Issuer will use the Advances to
fund its obligations to make the Coupon Payments under the Securities and to
bear the German Withholding Tax relating to the replenishment of the Cumula-
tive Profit Participation Securities after a Reduction. See "­ Summary of the
Terms of the Loan Agreement".
Indemnity
Pursuant to the Indemnity Agreement, the Bank is obliged to make payments
Agreement
to the Issuer in respect of withholding tax, if any, levied in Jersey in relation to
payments under the Securities. The Issuer will use the payments received
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Document Outline