Obligation Deutsch Postbank 4.5% ( XS0366127545 ) en EUR

Deutsch Postbank

100 % ▼

Allemagne

XS0366127545 ( en EUR )

4.5% par an ( paiement annuel )

27/05/2015 - Obligation échue

Prospectus brochure de l'obligation Deutsche Postbank XS0366127545 en EUR 4.5%, échue

1 000 EUR

1 000 000 000 EUR

Deutsche Postbank est une banque de détail allemande, filiale de Deutsche Post, offrant une large gamme de services financiers aux particuliers et aux petites entreprises.

L'Obligation émise par Deutsch Postbank ( Allemagne ) , en EUR, avec le code ISIN XS0366127545, paye un coupon de 4.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/05/2015

Prospectus
Dated 14 May 2012

This document constitutes two base prospectuses: (i) the base prospectus of Deutsche Postbank AG
("Postbank" or the "Issuer") in respect of non-equity securities within the meaning of Art. 22 Nr. 6 (4) of
the Commission Regulation (EC) no. 809/2004 of 29 April 2004 ("Non-Equity Securities"), and (ii) the
base prospectus of Postbank in respect of Pfandbriefe (together, the "Prospectus" which term shall include
any supplements thereto published from time to time). This Prospectus constitutes a prospectus for the
purposes of Article 5(4) of Directive 2003/71/EC as amended from time to time and the Luxembourg Act
(as defined below).

Deutsche Postbank AG
(incorporated as a stock corporation (Aktiengesellschaft) in the Federal Republic of Germany)

Euro 15,000,000,000
Debt Issuance Programme
for the issue of the Notes (including Pfandbriefe)
(the "Programme")

In relation to notes issued under this Programme (the "Notes", which term shall include references to
Pfandbriefe where the context so permits), the Prospectus has been approved by the Commission de
Surveillance du Secteur Financier (the "CSSF") of the Grand-Duchy of Luxembourg ("Luxembourg") in
its capacity as competent authority (the "Competent Authority") under the Luxembourg Act on Securities
Prospectuses (loi relative aux prospectus pour valeurs mobilières) (the "Luxembourg Act"). Approval by
the Competent Authority means the positive act at the outcome of the scrutiny of the completeness of this
Prospectus including the consistency of the information given and its comprehensibility. By approving the
Prospectus the CSSF does not give an undertaking as to the economic or financial opportuneness of the
transaction or the quality and solvency of the Issuer. Furthermore, application may be made to list Notes
(including Pfandbriefe) issued under the Programme on the Official List of the Luxembourg Stock
Exchange and to admit to trading such Notes (including Pfandbriefe) on the Regulated Market of the
Luxembourg Stock Exchange (Bourse de Luxembourg).

In order to be able to conduct a public offer or obtain a listing in relation to certain issues of Notes, the
Issuer intends to apply for a notification pursuant to Article 19 of the Luxembourg Act for an offer of such
Notes in the Federal Republic of Germany ("Germany"), the United Kingdom, the Netherlands and the
Republic of Austria.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United
States, and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be
offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. Persons (as
defined in Regulation S under the Securities Act).

Arranger
Citi

Dealers
BayernLB BNP
PARIBAS
Citi Commerzbank
Deutsche Bank
DZ BANK AG
HSBC Morgan
Stanley
Deutsche Postbank AG
UBS Investment Bank
UniCredit Bank

This Prospectus and any supplement thereto will be published in electronic form on the website of the
Luxembourg Stock Exchange under "www.bourse.lu" and on the website of the Issuer under
"https:\\ir.postbank.de\dip-prospectus" and will be available free of charge at the specified office of the
Issuer.

TABLE OF CONTENTS

SUMMARY OF THE PROSPECTUS.........................................................................................................3

I.
Summary of the Risk Factors...............................................................................................................3
II. Summary of the Description of Postbank ...........................................................................................9
III. Summary of the Programme..............................................................................................................11
IV. Summary of the Notes (including Pfandbriefe) ................................................................................12

GERMAN TRANSLATION OF THE SUMMARY OF THE PROSPECTUS
DEUTSCHE ÜBERSETZUNG DER ZUSAMMENFASSUNG DES PROSPEKTS ............................19

I. Zusammenfassung
der
Risikofaktoren..............................................................................................19
II. Zusammenfassung der Beschreibung der Postbank ........................................................................27
III. Zusammenfassung des Programms ...................................................................................................28
IV. Zusammenfassung in Bezug auf die Schuldverschreibungen (einschließlich Pfandbriefe)..........30

RISK FACTORS .........................................................................................................................................37
I.
Risk Factors regarding Postbank ......................................................................................................37
II. Risk Factors regarding the Notes (including Pfandbriefe)..............................................................43

RESPONSIBILITY STATEMENT OF DEUTSCHE POSTBANK AG ................................................52

IMPORTANT NOTICE..............................................................................................................................53

GENERAL DESCRIPTION OF THE PROGRAMME ..........................................................................55

TERMS AND CONDITIONS OF THE NOTES AND RELATED INFORMATION ..........................56

I.
General Information applicable to the Notes (including Pfandbriefe) ...........................................57
II. Terms and Conditions of the Notes ...................................................................................................59
III. Terms and Conditions of the Pfandbriefe.........................................................................................98
IV. Form of Final Terms.........................................................................................................................115
V. Information relating to Pfandbriefe ................................................................................................149

TAXATION ...............................................................................................................................................153

SUBSCRIPTION AND SALE ..................................................................................................................164

DESCRIPTION OF POSTBANK GROUP.............................................................................................169

GENERAL INFORMATION...................................................................................................................182

DOCUMENTS INCORPORATED BY REFERENCE .........................................................................185

ADDRESS LIST ........................................................................................................................................188

2

SUMMARY OF THE PROSPECTUS

The information in this section "Summary of the Prospectus" includes a summary of each of the following
parts of this Prospectus:

I.
the Risk Factors;

II.
the description of Deutsche Postbank AG ("Postbank" or the "Issuer");

III.
the Programme; and

IV.
the Notes (including Pfandbriefe).

The following summary is a summary of the Prospectus and is taken from, and is qualified by, the
remainder of the Prospectus and, in relation to the Terms and Conditions of any particular tranche of Notes
(each a "Tranche"), the applicable Final Terms. Words and expressions defined in other parts of this
Prospectus and not otherwise defined in this "Summary of the Prospectus" shall have the same meanings in
this part of the Prospectus.

The information in this section "Summary of the Prospectus" should be read and construed as an
introduction to the Prospectus.

Prospective purchasers of Notes (including Pfandbriefe) should base any decision to invest in Notes
(including Pfandbriefe) not only on the following information but on all other information in this
Prospectus irrespective of whether it is set out in, or incorporated into, this Prospectus (as may be
supplemented from time to time).

Where a claim relating to the information contained in a securities prospectus such as this Prospectus is
brought before the court of a Member State of the European Union (each a "EU Member State" and,
together, the "EU Member States"), a plaintiff might, under the national legislation of any relevant
EU Member State, have to bear the costs of translating, to the extent necessary, this Prospectus into any
relevant language before legal proceedings are initiated.

The Issuer, and any person who has initiated or caused the translation of this summary, assumes liability for
the contents of this section "Summary of the Prospectus", including any translation thereof, but only to the
extent that this summary is misleading, inaccurate or inconsistent when read together with the other parts
of, or other information incorporated into, this Prospectus.

I.
Summary of the Risk Factors

An investment in the Notes involves certain risks relating to the Issuer and the relevant Tranche (as defined
below) of Notes (including Pfandbriefe). While all of these risk factors are contingencies which may or
may not occur, potential investors should be aware that the risks involved with investing in the Notes
(including Pfandbriefe) may (i) affect the ability of the Issuer to fulfil its obligations under Notes (including
Pfandbriefe) issued under the Programme and/or (ii) lead to a volatility and/or decrease in the market value
of the relevant Tranche of Notes (including Pfandbriefe) whereby the market value falls short of the
expectations (financial or otherwise) of an investor upon making an investment in such Notes.

Should one or several of these risks materialise, this could lead to a material decline in the price of the
Notes or, in the worst-case scenario, to a total loss of interest and the amount invested by investors.

Each prospective purchaser of Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully
consistent with its financial means, objectives and condition, complies and is fully consistent with all
investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment
for it, notwithstanding the substantial risks inherent in investing in or holding the Notes.

3

A prospective purchaser may not rely on the Issuer, the Dealer(s) or any of their respective affiliates in
connection with its determination as to the legality of its acquisition of the Notes or as to the other matters
referred to above.

Prospective investors should consider two main categories of risk: 1. "Risk Factors regarding Postbank"
and 2. "Risk Factors regarding the Notes (including Pfandbriefe)", a summary of which is set out below:

1.
Summary of the Risk Factors regarding Postbank

The main risks Postbank and its consolidated subsidiaries ("Postbank Group") are exposed to are:

·
General insolvency risk, due to the realization of one or more of the risks described below or for other
reasons

·
The current economic conditions and the market environment present significant challenges and a
high level of uncertainty regarding the future development

·
Postbank Group is exposed to market price risks, in particular due to changes in interest rates and
spreads and from its exposure to sovereign debt issued by countries with large fiscal deficits

·
Postbank Group is exposed to credit risks and to the risks related to impairments of real estate or other
collateral

·
Postbank Group is exposed to the collective risks of its home savings business

·
Postbank is exposed to risks of a possible decline in its ratings

·
Postbank Group is exposed to risks related to the availability of funding sources, increase in funding
costs and availability of sufficient liquidity

·
Postbank Group's risk management system may not be fully effective, and in particular the models
used by the Postbank Group to manage market, credit, liquidity and collective risks may not
adequately reflect these risks, especially during market crises, or may be faulty in other respects or
improperly applied (model risk)

·
Postbank Group is exposed to regulatory risks; complying with tightened regulatory capital
requirements and other newly introduced regulatory requirements may be challenging and costly for
Postbank and Postbank's capitalisation may not correspond to market expectations or lag considerably
behind competitors

·
In the case of a severe financial crisis of Postbank that involves systemic risk, the German Bank
Restructuring Act (Gesetz zur Restrukturierung und geordneten Abwicklung von Kreditinstituten)
provides for a reorganisation proceeding that may adversely affect the rights of the Holders of Notes
(except Pfandbriefe)

·
Upon conclusion of a domination and profit and loss transfer agreement with DB Finanz-Holding
GmbH, a wholly-owned subsidiary of Deutsche Bank AG, the latter may impose measures that are
detrimental to Postbank's interests and Postbank will be obliged to transfer its profits to DB Finanz-
Holding GmbH as its controlling shareholder; DB Finanz-Holding GmbH will in turn be obligated to
compensate losses of Postbank; Postbank will therefore be highly susceptible to the credit standing of
Deutsche Bank

·
Postbank Group is exposed to operational risks (including legal risks), real estate risks, investment
risks, strategic risks and general business risks.

4

2.
Summary of the Risk Factors regarding the Notes (including Pfandbriefe)

Currency Risk/Dual Currency Notes

A holder of a Note (each a "Holder" and, together, the "Holders") denominated in a foreign currency and a
Holder of Dual Currency Notes is exposed to the risk of changes in currency exchange rates which may
affect the yield and/or the redemption amount of such Notes.

Liquidity Risk

There can be no assurance that a liquid secondary market for the Notes (including Pfandbriefe) will develop
or, if it does develop, that it will continue. In an illiquid market, an investor might not be able to sell his
Notes at any time at fair market prices. The possibility to sell the Notes might additionally be restricted in
certain jurisdictions due to currency restrictions.

Risk of Early Redemption

During the term of the Notes, the Issuer may elect to redeem the Notes early (if the Issuer has the right to
redeem the Notes prior to maturity according to the Terms and Conditions of the Notes) or the Notes may
be automatically early redeemed (if an automatic early redemption is applicable, as stated in the relevant
Final Terms and if certain conditions are met). Furthermore, the Notes may be redeemed early for reasons
of taxation (if an Early Redemption for Reasons of Taxation is applicable, as stated in the relevant Final
Terms). In such circumstances, a Holder may not be able to reinvest the redemption proceeds in a
comparable security at an effective interest rate as high as that of the relevant Notes and a Holder is
exposed to the risk that due to early redemption his investment will have a lower than expected yield.

Fixed Rate Notes and Step-up/Step-down Notes

A Holder of a Fixed Rate Note or a Step-up/Step-down Note is exposed to the risk that the price of such
Note (including Pfandbriefe) falls as a result of changes in the market interest rate.

Floating Rate Notes

A Holder of a Floating Rate Note is exposed to the risk of fluctuating interest rate levels and uncertain
interest income. Fluctuating interest rate levels make it impossible to determine the yield of Floating Rate
Notes in advance.

Zero Coupon Notes

A Holder of a Zero Coupon Note is exposed to the risk that the price of such Note falls as a result of
changes in the market interest rate. Prices of Zero Coupon Notes are more volatile than prices of Fixed Rate
Notes and are likely to respond to a greater degree to market interest rate changes than interest bearing
notes with a similar maturity.

Index-linked Notes

Index-linked Notes may be issued as Index-linked Interest Notes or Index-linked Redemption Notes or a
combination of both.

Index-linked Interest Notes are debt securities which do not provide for predetermined interest payments.
Payments of interest will be made by reference to an underlying index or indices or other factors (including
changes in the price of securities or movements in exchange rates) and/or such formula as may be specified
by the Issuer and the relevant Dealer(s) (as indicated in the applicable Final Terms).

Index-linked Redemption Notes are debt securities which do not provide for a predetermined redemption
amount. Index-linked Redemption Notes are debt securities where payment of principal will be calculated
by reference to an underlying index or indices or other factors (including changes in the price of securities
5

or movements in exchange rates) and/or such formula as may be specified by the Issuer and the relevant
Dealer (as indicated in the applicable Final Terms).

A Holder of an Index-linked Interest Note is exposed to the risk of fluctuating interest rate levels and
uncertainty with respect to interest income and may receive no interest at all. The yield of an Index-linked
Interest Note may even be negative. A Holder of an Index-linked Redemption Note is exposed to
uncertainty with respect to the repayment amount and the risk that the yield of an Index-linked Redemption
Note may be negative. Uncertainty with respect to interest and repayment amount makes it impossible to
determine the yield of Index-linked Notes in advance. The more volatile the relevant index is, the greater is
the uncertainty of interest income and repayment amount.

Equity-linked Notes

Equity-linked Notes may be issued as Equity-linked Interest Notes or Equity-linked Redemption Notes or a
combination of both.

Equity-linked Interest Notes are debt securities which do not provide for predetermined interest payments.
Interest payments will depend on the market value of the underlying securities during the relevant
observation period or on the relevant observation dates. Prices of Equity-linked Interest Notes may be more
volatile than prices of, e.g., Fixed Rate Notes or Floating Rate Notes and, depending on the market value of
the underlying securities from time to time, may possibly respond to a greater degree to market interest rate
changes than other interest bearing notes with a similar maturity.

Equity-linked Redemption Notes are debt securities which do not provide for predetermined redemption
amounts. Redemption amounts will depend on the market value of the underlying securities which might be
substantially less than the issue price or, as the case may be, the purchase price invested by a Holder and
may even be zero in which case the Holder may lose his entire investment. If the underlying securities are
to be delivered instead of cash redemption, the value of such securities may also be substantially less than
the issue price or, as the case may be, the purchase price invested by the Holder.

CMS Spread-linked Notes or other Reference Rate Spread-linked Notes

The interest payable on CMS Spread-linked Notes or other Reference Rate Spread-linked Notes (except for
a possible agreed fixed rate payable to the extent provided for in the Terms and Conditions of the Notes) is
dependent on the difference between rates for swaps (in the case of CMS Spread-linked Notes) or other
reference rates (in the case of other Reference Rates Spread-linked Notes) having different terms.

Investors might expect that, during the term of the CMS Spread-linked Notes or other Reference Rate
Spread-linked Notes, (i) the interest curve will not, or only moderately, flatten out, or (ii), depending on the
structure of CMS Spread-linked Notes or other Reference Rate Spread-linked Notes, expect that the interest
curve will not steepen, as the case may be. In the event that the market does not develop as anticipated by
investors and that the difference between rates for swaps or other reference rates having different terms
decreases to a greater extent than anticipated, the interest rate payable on the CMS Spread-linked Notes or
other Reference Rates Spread-linked Notes will be below the interest level prevailing on the date of
purchase. In a worst case scenario, interest will decrease to zero. In such cases, the price of the CMS
Spread-linked Notes or other Reference Rates Spread-linked Notes will decline during their term.

CMS Spread-linked Notes or other Reference Rate Spread-linked Notes may also be issued, inter alia, as a
"Trigger Lock-In" alternative. In such case, interest payable on such Notes for a prevailing and all
following interest periods will be fixed to a fixed interest rate, if the difference between the relevant
reference values reaches a certain level. Investors should bear in mind, in such context, that they will
participate on the positive performance of the reference values up to a certain limit only.

Furthermore, CMS Spread-linked Notes or other Reference Rate Spread linked Notes or Reference Rate
linked Notes may also be issued as "Digital" alternative. In such case, interest payable may be effected at a
certain interest rate for one or more interest periods depending on the reference values or the difference of
the reference values (e.g. interest rate (x) will be paid if the difference of the reference values meets a

6

certain condition; if that is not the case interest (y) or no interest at all is paid).

Range Accrual Notes

The Terms and Conditions of Range Accrual Notes may provide for the interest payable (except for the
agreed fixed rate payable to the extent provided for in the Terms and Conditions of the Notes) to be
dependent on the number of days during which the reference rate specified in the Terms and Conditions of
the Notes is within a certain interest range. The interest payable on the Range Accrual Notes decreases
depending on the number of determination dates during which the reference rate remains outside the
interest range. No interest or hardly any interest may be payable in the event that the reference rate remains
outside the interest range throughout (an) entire interest period(s) or most of the relevant interest period(s).

The structure of Range Accrual Notes may also be combined with the structure of CMS Spread-linked or
other Reference Rate Spread-linked Notes. In such case, the relevant interest range will be determined by
the difference of the relevant reference values.

Target Interest Range Accrual Notes

The interest payable on the Target Interest Range Accrual Notes (except for the agreed fixed rate payable to
the extent provided for in the Terms and Conditions of the Notes) is dependent on the number of days
during which the reference rate specified in the Terms and Conditions of the Notes remains within a certain
interest range. The interest payable on the Target Interest Range Accrual Notes decreases depending on the
number of determination dates during which the reference rate remains outside the interest range. No
interest or hardly any interest may even be payable in the event that the reference rate remains outside the
interest range throughout one (or more) entire interest period(s) or most of the relevant interest period(s).
At the end of the term of the Target Interest Range Accrual Notes, investors may be paid a total interest at
the rate of the target interest, if so provided for in the Terms and Conditions of the Notes.

If, prior to the regular end of the term of the Target Interest Range Accrual Notes, a rate of interest is
achieved which equals the target interest, the Target Interest Range Accrual Notes will automatically be
redeemed early. Hence, investors will be paid interest at the rate of the target interest at most.

Target Interest Notes

The automatic redemption feature of Target Interest Notes (which, typically, is triggered if and when a
certain pre-defined amount of total interest payments has been met prior to the scheduled maturity of the
Notes) may limit their market value. Furthermore, an investor may not be able to reinvest the redemption
proceeds at an effective interest rate as high as the interest rate on the Target Interest Notes.

General Risks in respect of Structured Notes

An investment in Notes the premium and/or the interest on, or principal of, which is determined by
reference to one or more values of currencies, interest rates or other indices or formulae, i.e. directly or
inversely, may entail significant risks not associated with similar investments in a conventional debt
security, including the risks that the resulting interest rate will be less than that payable on a conventional
debt security at the same time and/or that an investor could lose all or a substantial portion of the principal
of its Notes. Specific risk factors relating to such structured Notes will be set out in the relevant Final
Terms (or in a supplement to this Prospectus, if legally required) unless specified in this Prospectus.

Subordinated Notes

In the event of insolvency proceedings or a liquidation of, or against, the Issuer, such payment claims from
Subordinated Notes will be subordinated to the claims of all unsubordinated creditors of the Issuer so that
in any such event no amounts will be payable under such obligations until the claims of all unsubordinated
creditors of the Issuer will have been satisfied in full.

7

No Deposit Protection

The Notes are neither protected by the Deposit Protection Fund of the Association of German Banks
(Einlagensicherungsfonds des Bundesverbandes deutscher Banken e.V.) nor by the German Deposit
Guarantee and Investor Compensation Act (Einlagensicherungs- und Anlegerentschädigungsgesetz).

Taxation

Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or
other documentary charges or duties in accordance with the laws and practices of the country where the
Notes are transferred or other jurisdictions. Payments, accruals or adjustments under Index-linked Notes
and Equity-linked Notes that are determined by reference to divividends on U.S. equities may be subject to
U.S. withholding tax.

Payments under the Notes may be Subject to Withholding Tax Pursuant to FATCA

Pursuant to the U.S. Foreign Account Tax Compliance rules ("FATCA"), an investor in the Notes may be
subject to withholding of U.S. tax at a rate of 30% on a portion of payments made after December 31, 2016
on certain types of securities issued by the Issuer after December 31, 2012, such as Index-linked Notes and
Equity-linked Notes, if the investor does not provide information sufficient for the financial institution
through which it holds the Notes to determine whether the investor is a U.S. person or should otherwise be
treated as holding a "United States account", or if the investor is a non-U.S. financial institution that is not
in compliance with FATCA, as well as under certain other circumstances. This description of the rules is
based on proposed regulations and other preliminary guidance, and the application of these rules to
amounts paid on or with respect to the Notes consequently is not clear. Special rules are expected to apply
to securities issued by financial institutions organised in the Federal Republic of Germany, like the Issuer,
under an intergovernmental agreement between the governments of the Federal Republic of Germany and
the United States of America and implementing legislation that will be adopted by the Federal Republic of
Germany.

If an amount of, or in respect of, withholding tax imposed pursuant to FATCA or implementing legislation
adopted by the Federal Republic of Germany were to be deducted or withheld from payments on the Notes
as a result of an investor's failure to comply with these rules or to permit information it has provided to be
reported to appropriate governmental authorities, neither the Issuer nor any paying agent nor any other
person would, pursuant to the terms of the Notes, be required to pay additional amounts with respect to any
Notes as a result of the deduction or withholding of the tax. Holders should consult their own tax advisors
on how these rules may apply to payments they receive under the Notes.

Market Value of Notes (other than Pfandbriefe)

The market value of Notes (other than Pfandbriefe) will be affected by the creditworthiness of the Issuer
and a number of additional factors, including, but not limited to the market interest, yield rates, the market
liquidity and the time remaining to the maturity date, and in the case of Index-linked or Equity-linked Notes
or Structured Notes by additional factors, including, but not limited to, the value of reference assets or an
index, the volatility of reference assets or an index, or the dividend on securities underlying an index.

Market Value of Pfandbriefe

The market value of Pfandbriefe will be affected by a number of factors including, but not limited to,
market interest and yield rates, market liquidity, the quality of the cover pool and the time remaining to the
maturity date.

The value of Pfandbriefe also depends on a number of interrelated factors, including economic, financial
and political events in Germany or elsewhere, including factors affecting capital markets generally.

8

Clearing Systems

Because Global Notes representing the Notes are held by or on behalf of Clearstream Banking, société
anonyme, Luxembourg ("CBL"), Euroclear Bank S.A./N.V., Brussels ("Euroclear") or Clearstream
Banking AG, Frankfurt am Main ("CBF"), investors may have to rely on their procedures for transfer,
payment and communication with the Issuer.

Risks relating to the applicability of the German Bond Act (Gesetz über Schuldverschreibungen aus
Gesamtemissionen)

The Final Terms of a Tranche of Notes (other than Pfandbriefe) may provide for the applicability of §§ 5
21 of the German Bond Act (Gesetz über Schuldverschreibungen aus Gesamtemissionen, the "Bond Act").
In the case that, pursuant to the Final Terms, §§ 5 21 of the Bond Act are applicable, the Terms and
Conditions may be amended and/or a Holder's joint representative may be appointed even against the will
of a Holder. In such a case, a Holder is subject to the risk of being outvoted by a majority resolution of the
Holders. Since such a majority resolution is binding on all Holders, certain rights of such Holder against the
Issuer under the Terms and Conditions may be amended or reduced or even cancelled against the will of
such Holder. If the Final Terms of a Tranche of Notes provide for the appointment of a Holders' joint
representative, either in the Terms and Conditions or by a majority resolution of the Holders, it is possible
that a Holder may be deprived of its individual right to pursue and enforce its rights under the Terms and
Conditions against the Issuer, such right passing to the Holders' joint representative who is then exclusively
responsible to claim and enforce the rights of all Holders.

II.
Summary of the Description of Postbank

Information about Postbank

Postbank is a stock corporation (Aktiengesellschaft) incorporated under German law. Until 1989, Postbank
formed an integrated part of Deutsche Bundespost, a special asset and agency (Sondervermögen) of
Germany. In 1989, Deutsche Bundespost was reorganised into three parts, Deutsche Bundespost
POSTDIENST, Deutsche Bundespost POSTBANK and Deutsche Bundespost TELEKOM. Deutsche
Bundespost POSTBANK was incorporated on 20 December 1994 for an unlimited duration as a stock
corporation (Aktiengesellschaft) under German law under the corporate name "Deutsche Postbank AG" by
virtue of the "Act on the Conversion of the Enterprises of Deutsche Bundespost into a Stock Corporation"
(Gesetz zur Umwandlung der Unternehmen der Deutschen Bundespost in die Rechtsform der
Aktiengesellschaft) of 14 September 1994, and, by statutory provision, obtained a full banking license in
Germany. On 2 January 1995, Postbank was registered with the commercial register of the Local Court of
Bonn (Amtsgericht Bonn) under HRB 6793. Postbank's registered head office and business address are
located at Friedrich-Ebert-Allee 114-126, 53113 Bonn, Germany (tel. +49-228-920-0). Deutsche Bank
Aktiengesellschaft (hereinafter also referred to as "Deutsche Bank AG" or "Deutsche Bank") is the majority
shareholder of Postbank. Deutsche Bank AG notified Postbank that, as of 28 February 2012, its
shareholding in Postbank amounted to 93.9%. Postbank and Deutsche Bank AG plan to enter into a
domination and profit and loss transfer agreement with Postbank as controlled company. The agreement is
subject, inter alia, to the approval of Postbank's general shareholders' meeting which is planned to be held
on 5 June 2012 as well as the entry into the commercial register of Postbank.

Business Overview

Postbank Group is one of Germany's major providers of banking and other financial services. The main
focus of its business is on retail banking. In addition, business with corporate customers and transaction
banking are also significant. Activities on the money and capital markets complete Postbank Group's range
of products and services. As a multi-channel bank, Postbank Group distributes its products in the Retail
Banking segment through branch outlets, mobile sales force, direct banking (internet and mailing) and call
centers as well as via third-party brokers and cooperation partners. In Corporate Banking, Postbank Group
distributes its products through a separate dedicated sales force.

9

Postbank Group has organised its operations into the following segments:

· Through its Retail Banking segment, Postbank Group offers its private customers and business
customers a broad range of standardized, transparent banking and financial services products at
attractive terms, geared towards typical customer needs. The focus of the range of products is on
the traditional checking and savings deposit business, building society savings and loan products,
mortgage loans as well as private loans. Securities (particularly mutual funds and bonds),
insurances and concepts for pension planning complete the product range. In cooperation with
Deutsche Post AG, Postbank also offers postal services through its branch outlet network, which
increases the number of daily visitors to its branch outlets and generates fee and commission
income.

· The Corporate Banking segment offers its corporate customers services related to payment
transactions, deposits (overnight and term deposits) and corporate loans, factoring and leasing. The
Corporate Banking segment also comprises Postbank Group's commercial real estate financing
activities, including through PB Capital Corp., New York, and Postbank's London Branch.

· The Transaction Banking segment comprises the processing of payment transactions and related
services. In the area of payment transactions, Betriebs-Center für Banken AG, a wholly-owned
subsidiary of Postbank, serves as a transaction platform for both Postbank Group and third-party
customers. Postbank Group currently provides services related to account management and loan
processing only for Postbank Group companies.

· The Financial Markets segment is responsible for Postbank Group's money and capital markets
activities. The segment is divided into two departments. The Treasury is responsible for
safeguarding net interest margin contributions from the customer business, the management of
liquidity risks and the generation of additional income through active risk management. The
Financial Markets Chief Operating Office ensures coordinated action with the subsidiaries in the
management of the investment securities and is responsible for the portfolio of structured credit
products. The division is also responsible for Postbank's Pfandbrief business. Furthermore, the
Financial Markets segment is responsible for managing the structured credit portfolio. It also
comprises several subsidiaries that are administering and managing Postbank Group's mutual
funds and special funds (Spezialfonds).

· The Cost Centers/Consolidation segment comprises Postbank Group consolidations less
intrasegment consolidation adjustments plus the profit/loss of the cost centers and their
unallocated overhead costs. In addition, the profit/loss includes the profit/loss of the Postbank
Systems AG, Postbank Immobilien und Baumanagement GmbH, and Postbank Support GmbH
subsidiaries, which are allocated to the cost centers. The reconciliation to consolidated profits falls
within this segment.

10