Obligation Deutscher Bank London 5.785% ( XS0129173844 ) en EUR

Deutscher Bank London

100 % ⇌

Royaume-uni

XS0129173844 ( en EUR )

5.785% par an ( paiement annuel )

09/05/2006 - Obligation échue

Prospectus brochure de l'obligation DEUTSCHE BANK AG LONDON XS0129173844 en EUR 5.785%, échue

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Deutsche Bank AG London est une succursale de la Deutsche Bank AG, opérant à Londres et offrant une gamme complète de services bancaires d'investissement et de gestion de fortune à une clientèle internationale.

L'instrument financier en question est une obligation, identifiée par le code ISIN XS0129173844, émise par DEUTSCHE BANK AG LONDON, une entité rattachée à Deutsche Bank AG, l'un des principaux groupes bancaires mondiaux d'origine allemande, reconnu pour son expertise dans la banque d'investissement, de détail et de gestion d'actifs, avec une présence internationale significative, notamment au Royaume-Uni où cette émission a eu lieu. Dénommée en euros (EUR), cette obligation offrait un taux d'intérêt fixe de 5,785%, avec une fréquence de paiement annuelle du coupon. Ayant atteint sa date de maturité le 9 mai 2006, cet instrument a été entièrement remboursé à 100% de sa valeur nominale, confirmant le paiement intégral aux porteurs de l'obligation à son terme final.

INFORMATION MEMORANDUM
3 May 2002
Deutsche Bank AG London
U.S.$17,000,000,000
MEDIUM TERM NOTE PROGRAMME
Under this U.S.$17,000,000,000 Medium Term Programme (the ``Programme'') Deutsche Bank
AG London (the ``Issuer'') may from time to time issue notes (the ``Notes'') denominated in any
currency agreed between the Issuer and the relevant Dealer (as de®ned below).
The maximum aggregate principal amount of Notes outstanding at any one time under the
Programme will not exceed U.S.$17,000,000,000 (or the equivalent in other currencies) (and, for this
purpose, any Notes denominated in any other currency shall be translated into U.S. dollars at the date
of the agreement to issue such Notes (calculated in accordance with the provisions of the Dealer
Agreement (as de®ned under ``Subscription and Sale'')). The maximum aggregate principal amount
of Notes which may be outstanding at any one time under the Programme may be increased from
time to time, subject to compliance with the relevant provisions of the Dealer Agreement.
The Notes may be issued on a continuing basis to one or more of the Dealers speci®ed under
``Summary of the Programme'' and any additional Dealer appointed under the Programme from time
to time by the Issuer (each a ``Dealer'' and together the ``Dealers''), which appointment may be for a
speci®c issue or on an ongoing basis. References in this Information Memorandum to the ``relevant
Dealer'' shall, in relation to an issue of Notes being (or intended to be) subscribed by more than one
Dealer, be to the lead manager of such issue and, in relation to an issue of Notes being intended to be
subscribed by one Dealer, be to such Dealer.
Application has been made to list notes (``Notes'') issued under the Programme described in
this Information Memorandum during the period of 12 months after the date hereof on the
Luxembourg Stock Exchange. The Programme also permits Notes to be issued on an unlisted basis
or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock
exchanges and/or quotation systems as may be agreed with the Issuer. The relevant Pricing
Supplement (as de®ned herein) in respect of the issue of any Notes will specify whether or not such
Notes will be listed on the Luxembourg Stock Exchange (or on any other stock exchange).
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by
the Terms and Conditions of the Notes herein, in which event (in the case of Notes intended to be
listed on the Luxembourg Stock Exchange) a supplementary Information Memorandum, if
appropriate, will be made available which will describe the effect of the agreement reached in
relation to such Notes.
This Information Memorandum supersedes the Information Memorandum dated 4 April 2001
and all supplements thereto and any Notes to be issued under the Programme from the date hereof
are to be issued subject to the provisions set out herein. This does not affect any Notes already in
issue at the date thereof.
Arranger
Deutsche Bank
Programme Dealers
Deutsche Bank
Deutsche Bank AG, Zurich Branch

IMPORTANT NOTICES
Deutsche Bank Aktiengesellschaft (``Deutsche Bank AG'') acting though its London Branch
(the ``Issuer'' or ``Deutsche Bank AG London'') accepts responsibility for the information
contained in this document and to the best of the knowledge and belief of the Issuer (which has
taken all reasonable care to ensure that such is the case), the information contained in this
document is in accordance with the facts and does not omit anything likely to affect the import
of such information.
This Information Memorandum should be read and construed together with any
amendments or supplements hereto and with any other documents incorporated by reference
herein and, in relation to any Tranche (as de®ned herein) of Notes, should be read and
construed together with the relevant Pricing Supplement (as de®ned herein).
No person has been authorised to give any information or to make any representation not
contained in or not consistent with this Information Memorandum or any other document entered
into in relation to the Programme or any information supplied by the Issuer or such other
information as is in the public domain and, if given or made, such information or representation
should not be relied upon as having been authorised by the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective
af®liates, and neither the Dealers nor any of their respective af®liates makes any representation or
warranty or accepts any responsibility as to the accuracy or completeness of the information
contained in this Information Memorandum. Neither the delivery of this Information
Memorandum or any Pricing Supplement nor the offering, sale or delivery of any Note shall, in
any circumstances, create any implication that the information contained in this Information
Memorandum is true subsequent to the date hereof or the date upon which this Information
Memorandum has been most recently amended or supplemented or that there has been no
adverse change, or any event reasonably likely to involve any adverse change, in the condition
(®nancial or otherwise) of the Issuer since the date thereof or, if later, the date upon which this
Information Memorandum has been most recently amended or supplemented or that any other
information supplied in connection with the Programme is correct at any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing the
same.
The distribution of this Information Memorandum and any Pricing Supplement and the
offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons
into whose possession this Information Memorandum or any Pricing Supplement comes are
required by the Issuer and the Dealers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and
on the distribution of this Information Memorandum or any Pricing Supplement and other offering
material relating to the Notes, see ``Subscription and Sale''.
In particular, Notes have not been and will not be registered under the United States
Securities Act of 1933 (as amended) (the ``Securities Act'') and are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within
the United States or to U.S. persons. Notes may be offered and sold outside the United States
in reliance on Regulation S under the Securities Act (``Regulation S'') and in the United States to
quali®ed institutional buyers (``QIBs'') (as de®ned in Rule 144A under the Securities Act
(``Rule 144A'')) in reliance on Rule 144A. In addition, prospective purchasers of Notes are hereby
noti®ed that a seller of Notes may be relying on the exemption from the registration requirements
of Section 5 of the Securities Act provided by Rule 144A.
In addition, the Issuer has not authorised any offer of Notes having a maturity of one year
or more to the public in the United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995 (the ``Regulations''). Notes may not lawfully be offered or sold to persons in the
United Kingdom except in circumstances which do not result in an offer to the public in the
United Kingdom within the meaning of the Regulations or otherwise in compliance with all
applicable provisions of the Regulations.
Neither this Information Memorandum nor any Pricing Supplement constitutes an offer or
an invitation to subscribe for or purchase any Notes and should not be considered as a
recommendation by the Issuer, the Dealers or any of them that any recipient of this Information
2

Memorandum or any Pricing Supplement should subscribe for or purchase any Notes. Each
recipient of this Information Memorandum or any Pricing Supplement shall be taken to have
made its own investigation and appraisal of the condition (®nancial or otherwise) of the Issuer.
The maximum aggregate principal amount of Notes outstanding at any one time under the
Programme will not exceed U.S.$17,000,000,000 (and for this purpose, any Notes denominated
in another currency shall be translated into U.S. dollars at the date of the agreement to issue such
Notes (calculated in accordance with the provisions of the Dealer Agreement). The maximum
aggregate principal amount of Notes which may be outstanding at any one time under the
Programme may be increased from time to time, subject to compliance with the relevant
provisions of the Dealer Agreement as de®ned under ``Subscription and Sale''.
In this Information Memorandum, unless otherwise speci®ed, references to ``U.S.$'',
``U.S. dollars'' or ``dollars'' are to United States dollars, and references to ``EUR'', ``o'' or ``euro''
are to the single currency introduced as of 1 January 1999 with the start of the third stage of
European Economic and Monetary Union, by which date the euro became the legal currency in
eleven member states of the European Union.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer (if
any) which is speci®ed in the relevant Pricing Supplement as the Stabilising Manager (or any
person acting for the Stabilising Manager) may over-allot or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise
prevail for a limited period. However, there may be no obligation on the Stabilising Manager (or
any agent of the Stabilising Manager) to do this. Such stabilising shall be in compliance with all
applicable laws, regulations and rules. Such stabilising, if commenced, may be discontinued at
any time and must be brought to an end after a limited period.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT NOR AN APPLICATION FOR
A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES (``RSA 421-B'') WITH THE STATE OF NEW HAMPSHIRE OR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF
NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE
STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS
THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
TABLE OF CONTENTS
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IMPORTANT NOTICES
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DOCUMENTS INCORPORATED BY REFERENCE
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SUPPLEMENTARY INFORMATION MEMORANDUM
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SUMMARY OF THE PROGRAMME
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FORMS OF THE NOTES
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TERMS AND CONDITIONS OF THE NOTES
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FORM OF PRICING SUPPLEMENT
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DESCRIPTION OF DEUTSCHE BANK AG AND THE DEUTSCHE BANK GROUP
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TAXATION
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SUBSCRIPTION AND SALE
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GENERAL INFORMATION
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3

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of,
this Information Memorandum:
(1) the most recently published audited consolidated annual ®nancial statements and
any consolidated interim quarterly ®nancial statements (whether audited or
unaudited) published subsequently to such annual ®nancial statements, of
Deutsche Bank AG from time to time; and
(2) all amendments and supplements to this Information Memorandum prepared by
the Issuer from time to time,
provided however, that any statement contained in this Information Memorandum or in any of
the documents incorporated by reference in, and forming part of, this Information
Memorandum shall be deemed to be modi®ed or superseded for the purpose of this
Information Memorandum to the extent that a statement contained in any document
subsequently incorporated by reference modi®es or supersedes such statement.
The Issuer will, at the speci®ed of®ces of the Paying Agents, provide, free of charge,
upon oral or written request, a copy of this Information Memorandum and any document
incorporated by reference in this Information Memorandum. Written or oral requests for
such documents should be directed to the speci®ed of®ce of any Paying Agent or the
speci®ed of®ce of the Listing Agent in Luxembourg.
SUPPLEMENTARY INFORMATION MEMORANDUM
The Issuer has undertaken, in connection with the listing of the Notes on the
Luxembourg Stock Exchange, that if there shall occur any adverse change in the business
or ®nancial position of the Issuer or any change in the information set out under ``Terms
and Conditions of the Notes'', that is material in the context of issuance under the
Programme, the Issuer will prepare or procure the preparation of an amendment or
supplement to this Information Memorandum or, as the case may be, publish a new
Information Memorandum, for use in connection with any subsequent issue by the Issuer of
Notes to be listed on the Luxembourg Stock Exchange.
4

SUMMARY OF THE PROGRAMME
The following summary does not purport to be complete and is quali®ed in its entirety
by the remainder of this Information Memorandum. Words and expressions de®ned in
``Forms of the Notes'' or ``Terms and Conditions of the Notes'' below shall have the same
meanings in this summary.
Issuer:
Deutsche Bank AG London
Arranger:
Deutsche Bank AG London
Arranger and Dealer for
Deutsche Bank Aktiengesellschaft, Frankfurt am
Swiss Franc Notes:
Main, Zurich Branch
Dealers:
Deutsche Bank AG London, Deutsche Bank
Luxembourg S.A., Deutsche Bank Aktiengesellschaft,
Frankfurt am Main, Zurich Branch and any other
Dealer appointed from time to time by the Issuer
either generally in respect of the Programme or in
relation to a particular Tranche of Notes. In respect
of Notes in registered form sold pursuant to
Rule 144A, a Dealer or Dealers other than Deutsche
Bank AG, Deutsche Bank AG London or any other
branch of Deutsche Bank AG (the ``Rule 144A
Dealers'') shall be appointed to purchase the relevant
Notes from the Issuer and to resell them into the
United States to QIBs.
Fiscal Agent:
Deutsche Bank AG London
Registrar and New York Paying
Deutsche Bank Trust Company Americas
and Transfer Agent:
Luxembourg Paying and
Deutsche Bank Luxembourg S.A.
Transfer Agent:
Luxembourg Listing Agent:
Deutsche Bank Luxembourg S.A.
Listing:
Each Series may be listed on the Luxembourg Stock
Exchange and/or admitted to listing, trading and/or
quotation by any other stock exchange, listing
authority, and/or quotation system as may be agreed
between the Issuer and the relevant Dealer and
speci®ed in the relevant Pricing Supplement or may
be unlisted.
Clearing Systems:
In respect of Notes in bearer form, Euroclear Bank
S.A./N.V., as operator of the Euroclear System
(``Euroclear'') and/or Clearstream Banking, socieÂteÂ
anonyme, Luxembourg (``CBL'') and/or, in relation to
any Tranche of Notes in bearer form, any other
clearing system as may be speci®ed in the relevant
Pricing Supplement.
In respect of Notes in registered form, Euroclear, CBL
and/or The Depositary Trust Company (``DTC'') and/
or in relation to any Tranche of Notes in registered
form, any other clearing system as may be speci®ed
in the relevant Pricing Supplement.
Programme Amount:
Up to U.S.$17,000,000,000 (or its equivalent in other
currencies) aggregate principal amount of Notes
outstanding and guaranteed at any one time.
Issuance in Series:
Notes will be issued in Series. Each Series may
comprise one or more Tranches issued on different
5

Issue Dates. The Notes of each Series will all be
subject to identical terms, except that the Issue Date
and the amount of the ®rst payment of interest may
be different in respect of different Tranches. The
Notes of each Tranche will all be subject to identical
terms in all respects save that a Tranche may
comprise Notes of different denominations.
Pricing Supplements:
Each Tranche will be the subject of a Pricing
Supplement which, for the purposes of that Tranche
only, supplements the Terms and Conditions of the
Notes and this Information Memorandum and must
be read in conjunction with this Information
Memorandum. The terms and conditions applicable
to any particular Tranche of Notes are the Terms and
Conditions of the Notes as supplemented, amended
and/or replaced by the relevant Pricing Supplement.
Forms of Notes:
Notes may be issued in bearer form (``Bearer Notes'')
or registered form (``Registered Notes''), as speci®ed
in the relevant Pricing Supplement.
Bearer Notes
Each Tranche of Notes in bearer from will initially be
in the form of either a Temporary Global Note or a
Permanent Global Note, in each case as speci®ed in
the relevant Pricing Supplement. Each Global Note in
bearer form (a ``Bearer Global Note'') will be
deposited on or around the relevant issue date with
a depositary or a common depositary for Euroclear
and/or CBL and/or any other relevant clearing
system. Each Temporary Global Note will be
exchangeable for a Permanent Global Note or, if so
speci®ed in the relevant Pricing Supplement, for
De®nitive Bearer Notes. If the TEFRA D Rules are
speci®ed in the relevant Pricing Supplement as
applicable, certi®cation as to non-U.S. bene®cial
ownership will be a condition precedent to any
exchange of an interest in a Temporary Global Note
or receipt of any payment of interest in respect of a
Temporary Global Note. Each Permanent Global
Note will be exchangeable for De®nitive Bearer
Notes in accordance with its terms. De®nitive Bearer
Notes will, if interest-bearing, have Coupons
attached and, if appropriate, a Talon for further
Coupons.
Registered Notes
Each Tranche of Notes in registered form will be
represented by interests in a registered Note in
global form (a ``Global Note Certi®cate'') which may
be registered in the name of a nominee for one or
more of Euroclear, CBL and/or DTC and/or any other
clearing system speci®ed in the relevant Pricing
Supplement. Each Global Note Certi®cate will be
exchangeable, in accordance with its terms, for
Notes in de®nitive registered form (``Individual Note
Certi®cates'').
Currencies:
Notes may be denominated in Sterling, U.S. dollars,
Canadian dollars, Australian dollars, euro, Japanese
6

Yen, Swiss Francs or in any other currency or
currencies, as may be agreed between the Issuer
and the relevant Dealer(s), subject to compliance
with all applicable legal and/or regulatory and/or
central bank requirements. Payments in respect of
Notes may, subject to such compliance, be made in
and/or linked to, any currency or currencies other
than the currency in which such Notes are
denominated.
Regulatory Matters:
Any issue of Notes denominated in a currency in
respect of which particular laws, regulations,
guidelines, restrictions and reporting requirements
apply will only be issued in circumstances which
comply with such laws, regulations, guidelines,
restrictions and reporting requirements from time to
time. Without prejudice to the generality of the
foregoing:
Swiss francs
Issues of Notes denominated or payable in Swiss
Francs, or carrying a Swiss Franc related element,
with a maturity of more than one year (other than
Notes privately placed with a single investor with no
publicity) will be effected in compliance with the
relevant regulations of the Swiss National Bank
based on Article 7 of the Federal Law on Banks and
Savings Banks of 1934, as amended, and Article 15
of the Federal Law on Stock Exchanges and
Securities Trading of 24 March 1995 in connection
with Article 2(2) of the Ordinance of the Federal
Banking Commission on Stock Exchanges and
Securities Trading of 15 February 1999. Under such
regulations, the relevant Dealer or, in the case of a
syndicated issue, the lead manager, must be a bank
domiciled in Switzerland (which includes branches or
subsidiaries of a foreign bank located in Switzerland)
or a securities dealer licensed by the Swiss Federal
Banking Commission as per the Federal Law on
Stock Exchanges and Securities Trading of 24 March
1995 (the ``Swiss Dealer''). The Swiss Dealer must
report certain details of the relevant transaction to
the Swiss National Bank no later than the relevant
Issue Date for such a transaction.
Japanese Yen
Issues of Notes denominated in Yen (``Yen Notes'')
will only be issued in compliance with applicable
Japanese laws, regulations, guidelines and policies.
The Issuer or its designated agent shall submit such
reports or information as may be required from time
to time by applicable laws, regulations and
guidelines promulgated by Japanese authorities in
the case of Notes. Each Dealer agrees to provide
any necessary information relating to Yen Notes to
the Issuer (which shall not include the names of
clients) so that the Issuer may make any required
reports to the competent authority of Japan itself or
through its designated agent.
7

Status of the Notes:
Notes may be issued on a subordinated or
unsubordinated basis, as speci®ed in the relevant
Pricing Supplement.
Notes issued on an unsubordinated basis will
constitute direct, unconditional, unsecured and
unsubordinated obligations of the Issuer and will
rank at least pari passu with all other outstanding
unsecured obligations of the Issuer other than those
preferred by provisions of law.
Notes issued on a subordinated basis will rank pari
passu amongst themselves and at least pari passu
with the Issuer's other outstanding subordinated
indebtedness,
subject
to
statutory
preferred
exceptions.
Issue Price:
Notes may be issued at any price and either on a fully
or partly paid basis, as speci®ed in the relevant
Pricing Supplement.
Maturities:
Any maturity or with no ®xed maturity date, subject to
a minimum maturity of one month subject, in relation
to speci®c currencies, to compliance with all
applicable legal and/or regulatory and/or central
bank requirements. In order to qualify as Tier II
capital, Notes issued on a subordinated basis will
have a minimum maturity of ®ve years.
Redemption:
Notes may be redeemable at par or at such other
Redemption Amount (detailed in a formula, index or
otherwise) as may be speci®ed in the relevant Pricing
Supplement. Notes may also be redeemable in two or
more instalments on such dates and in such manner
as may be speci®ed in the relevant Pricing
Supplement.
Optional Redemption:
Notes may be redeemed before their stated maturity
at the option of the Issuer (either in whole or in part)
and/or the Noteholders to the extent (if at all)
speci®ed in the relevant Pricing Supplement. Notes
issued on a subordinated basis can only be
redeemed prior to their stated maturity at the option
of the Issuer by giving at least ®ve years' notice or
(where a minimum of ®ve years has elapsed from the
Issue Date of the relevant Subordinated Notes) two
years' notice (as set forth in the relevant Pricing
Supplement).
Tax Redemption:
Except as described in ``Optional Redemption''
above, early redemption will only be permitted for tax
reasons as described in Condition 10(c) (Redemption
and Purchase Ð Redemption for tax reasons).
Index-Linked Notes:
Payments (whether in respect of principal or interest
and whether at maturity or otherwise) in respect of
Index-Linked Notes will be calculated by reference to
such stock or commodity or other index, currency
exchange rate and/or formula as the Issuer and the
relevant Dealer or other purchaser may agree (as
indicated in the relevant Pricing Supplement).
Structured Issues:
Notes other than the Fixed Interest Rate Notes,
Floating Rate Notes and Index-Linked Notes may be
8

issued under this Programme upon the terms and
(including terms as to any stock or commodity or
other index or currency exchange rate and/or
formula or otherwise, by which amounts of interest
or redemption amounts may be payable) as to, and
subject to the conditions, as may be agreed between
the Issuer and any Dealer or Dealers from time to time
and to be set out in the relevant Pricing Supplement,
subject to compliance with all applicable legal and
regulatory requirements.
Interest:
Notes may be interest-bearing or non-interest
bearing. Interest (if any) may accrue at a ®xed rate or
a ¯oating rate or other variable rate or be index-linked
and the method of calculating interest may vary
between the issue date and the maturity date of the
relevant Series.
Negative Pledge:
None
Events of Default:
The events of default under the Notes are as
speci®ed below under the ``Terms and Conditions of
the Notes'' and include (with respect to Notes issued
on an unsubordinated basis) non-payment of
principal or interest for 30 days, non-performance for
60 days of other obligations under the Notes,
suspension of payments and bankruptcy or
composition proceedings in the Federal Republic of
Germany.
Denominations:
Notes will be issued in such denominations as may
be speci®ed in the relevant Pricing Supplement,
subject to compliance with all applicable legal and/or
regulatory and/or central bank requirements.
Taxation:
Payments of principal and interest on the Notes will
be made without withholding or deduction for or on
account of the United Kingdom or the Federal
Republic of Germany withholding taxes, except as
provided under the ``Terms and Conditions of the
Notes''. In that event, the Issuer will (subject as
provided in Condition 12 (Taxation)) pay such
additional amounts as will result in the Noteholders
receiving such amounts as they would have received
in respect of such Notes had no such withholding
been required.
Redenomination:
In respect of any Tranche of Notes, if the country of
the Speci®ed Currency becomes or, announces its
intention to become, a Participating Member State,
the Notes may be redenominated in euro in
accordance with Condition 23 (Redenomination,
Renominalisation
and
Reconventioning)
if
so
speci®ed in the relevant Pricing Supplement.
Substitution of the Issuer:
The Issuer may, subject to the ``Terms and
Conditions of the Notes'', substitute another branch
Deutsche Bank AG or another company under the
guarantee of Deutsche Bank AG as obligor under the
Notes.
9

Governing Law:
English law, except for Condition 5(c), (d), (e) and (f),
which shall be governed by, and construed in
accordance with, German law.
Enforcement of Notes
In the case of Bearer Global Notes and Global Note
in Global Form:
Certi®cates, investors' rights against the Issuer will
be supported by a Deed of Covenant dated 3 May
2002, a copy of which will be available for inspection
at the speci®ed of®ce of the Fiscal Agent.
Selling Restrictions:
For a description of certain restrictions on offers,
sales and deliveries of Notes and on the distribution
of offering material in the United States of America,
the United Kingdom, the Federal Republic of
Germany, Japan and Switzerland, see ``Subscription
and Sale'' below.
10