Obligation Deutsche Postbank 0.427% ( DE000A0D24Z1 ) en EUR

Deutsche Postbank

72.108 % ⇌

Allemagne

DE000A0D24Z1 ( en EUR )

0.427% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Deutsche Postbank DE000A0D24Z1 en EUR 0.427%, échéance Perpétuelle

1 000 EUR

300 000 000 EUR

07/06/2024 ( Dans 41 jours )

L'Obligation émise par Deutsche Postbank ( Allemagne ) , en EUR, avec le code ISIN DE000A0D24Z1, paye un coupon de 0.427% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR
ADDRESS IN THE UNITED STATES.
IMPORTANT: YOU MUST READ THE FOLLOWING BEFORE CONTINUING.
The following applies to the offering circular following this page (the ``Offering Circular'') which is being sent
to you in electronic form. You are required to read this notice carefully before reading, accessing or making
any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the
following terms and conditions, including any modifications to them any time you receive any information
from us as a result of such access.
Your attention is drawn to the wording on the inside front cover of the Offering Circular and the section of the
Offering Circular entitled ``Subscription and Sale.''
Nothing in this electronic transmission constitutes an offer of securities for sale in the United States or any other
jurisdiction where it is unlawful to do so. The securities referred to in the Offering Circular (the ``Securities'')
have not been, and will not be, registered under the U.S. Securities Act of 1933 (the ``Securities Act'') or the
securities laws of any other jurisdiction. The Securities may not be offered or sold 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), except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act and applicable state or local securities laws.
The Offering Circular may not be forwarded or distributed to any other person and may not be reproduced, in
whole or in part, in any manner whatsoever. In particular, it may not be forwarded to any U.S. Person or to any
person or address in the United States. Failure to comply with this directive may result in a violation of the
Securities Act or the applicable laws of other jurisdictions.
In order to be eligible to view the Offering Circular or make an investment decision with respect to the Securities,
a prospective investor must not be a U.S. Person (within the meaning of Regulation S under the Securities Act).
The Offering Circular is being sent at your request and by accepting the e-mail and accessing the Offering
Circular, you shall be deemed to have:
1.
consented to delivery of the Offering Circular by electronic transmission;
2.
represented that you are not a U.S. Person, that the electronic mail address you provided and to which this
e-mail has been delivered is not located in the United States, its territories or its possessions (including
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any State of the United States or the District of Columbia;
3.
represented that you are a person into whose possession the Offering Circular may be lawfully delivered in
accordance with the laws of jurisdiction in which you are located; and
4.
represented that you will not, and are not authorized to, deliver, forward or distribute the Offering Circular
to any other person or reproduce it, in whole or in part, in any manner whatsoever.
The materials relating to the offering of the Securities do not constitute, and may not be used in connection with,
an offer or solicitation in any jurisdiction where offers or solicitations are not permitted by law.
This Offering Circular may only be communicated to persons in the United Kingdom in circumstances where
section 21(1) of the Financial Services and Markets Act 2000 does not apply.
You are reminded that documents transmitted in electronic form by e-mail may be altered or changed during the
process of electronic transmission. None of ING Belgium N.V./S.A., J.P. Morgan Securities Ltd., Morgan Stanley
& Co. International Limited, any person who controls it or any of its directors, officers, employees, agents or
affiliates accepts any liability or responsibility whatsoever in respect of any difference between the Offering
Circular distributed to you in electronic format and the hard copy version available to you on request from ING
Belgium N.V./S.A., J.P. Morgan Securities Ltd. or Morgan Stanley & Co. International Limited.

OFFERING CIRCULAR DATED JUNE 3, 2005
E 300,000,000 Noncumulative Trust Preferred Securities
(Liquidation Preference Amount of E 1,000 per Trust Preferred Security)
Deutsche Postbank Funding Trust III
Wilmington, Delaware, United States of America
(a wholly-owned subsidiary of Deutsche Postbank AG, Bonn, Federal Republic of Germany)
FONDS CODE: 11709; ISIN: DE000A0D24Z1; WKN: A0D24Z
The noncumulative trust preferred securities (the ``Trust Preferred Securities''), liquidation preference amount E 1,000 per
security (the ``Liquidation Preference Amount''), offered hereby represent preferred undivided beneficial ownership
interests in the assets of Deutsche Postbank Funding Trust III, a statutory trust created under the laws of the State of Delaware,
United States of America (the ``Trust''). One common security of the Trust will be owned by Deutsche Postbank AG
(``Postbank'') or a wholly-owned subsidiary of Postbank. The assets of the Trust will consist solely of noncumulative Class B
Preferred Securities (the ``Class B Preferred Securities'') issued by Deutsche Postbank Funding LLC III (the ``Company''),
a Delaware limited liability company that has the benefit of a support undertaking issued by Postbank. The terms of the Trust
Preferred Securities will be substantially identical to the terms of the Class B Preferred Securities. The Company will invest
the proceeds from the sale of the Class B Preferred Securities in subordinated debt obligations issued by Postbank.
The Trust Preferred Securities and the Class B Preferred Securities will not have a maturity date and will not be redeemable at
any time at the option of the holder thereof. The Trust and the Company may redeem the Trust Preferred Securities and the
Class B Preferred Securities, as the case may be, in whole, but not in part, on the Initial Redemption Date (as defined herein)
scheduled to occur on June 7, 2011 (or any Capital Payment Date (as defined herein) thereafter), or at any time upon the
occurrence of certain tax and capital disqualification events as more fully described herein. Noncumulative Capital Payments
(as defined herein) will accrue on the Liquidation Preference Amount (i) from and including June 7, 2005 (the ``Issue Date'')
to but excluding June 7, 2008 (the ``Reset Date''), at a fixed rate of 7.00% per annum, payable annually in arrears on June 7 of
each year (including on the Reset Date) and (ii) for each Capital Payment Period (as defined herein) commencing on or after
the Reset Date, at the Reference Rate (as defined herein) for such Capital Payment Period plus 0.125% per annum, payable
annually in arrears on June 7 of each year, commencing June 7, 2009, provided that no Capital Payment for any Capital
Payment Period commencing on or after the Reset Date shall accrue at a rate of more than 8.00% per annum. Capital
Payments are subject to certain conditions, including that Postbank has an amount of Distributable Profits (as defined herein)
for the preceding fiscal year at least equal to the Capital Payments. See ``Offering Circular Summary Summary of the Terms
of the Trust Preferred Securities and the Class B Preferred Securities Capital Payments.''
The Trust Preferred Securities will be initially evidenced by one or more temporary global certificates, interests in which will
be exchangeable for interests in one or more permanent global certificates not earlier than after the expiry of 40 days after the
Issue Date upon certification of non-U.S. beneficial ownership by or on behalf of the holders of such interests. These global
certificates will be deposited with Clearstream Banking AG, Frankfurt am Main, Federal Republic of Germany
(``Clearstream AG'').
The Trust Preferred Securities are expected, on issue, to be assigned an ``A3'' rating by Moody's Investors Service Ltd., a
BBB+ rating by Standard and Poor's (a division of The McGraw-Hill Companies, Inc.) and an ``A-'' rating by Fitch Ratings
Ltd. 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 rating agency.
An investment in the Trust Preferred Securities involves certain risks. See ``Risk Factors'' beginning on page 51 for a
discussion of certain factors that should be considered by prospective investors.
Application has been made to list the Trust Preferred Securities on Eurolist by Euronext Amsterdam (``Euronext
Amsterdam''). This Offering Circular constitutes a prospectus for the purposes of the listing and issuing rules of Euronext
Amsterdam. Application has been made to admit the Trust Preferred Securities to the official market of the Frankfurt Stock
Exchange.
Issue Price: 100% (equivalent to E 1,000 per Trust Preferred Security).
THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE ``SECURITIES ACT'') AND ARE BEING OFFERED AND SOLD ONLY
OUTSIDE THE UNITED STATES OF AMERICA TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS IN
RELIANCE ON REGULATION S UNDER THE SECURITIES ACT (``REGULATION S'').
Joint Lead Managers
ING
JPMorgan
Morgan Stanley

TABLE OF CONTENTS
Definitions..........................................................................................................................................................
4
Forward-Looking Statements ............................................................................................................................
17
Offering Circular Summary ..............................................................................................................................
18
Risk Factors.......................................................................................................................................................
51
Capitalization of the Company and the Trust..................................................................................................
57
Deutsche Postbank Funding Trust III...............................................................................................................
58
Deutsche Postbank Funding LLC III ...............................................................................................................
60
Use of Proceeds.................................................................................................................................................
63
Distributable Profits of Postbank ......................................................................................................................
64
Description of the Trust Securities...................................................................................................................
65
Description of the Company Securities............................................................................................................
75
Description of the Support Undertaking ..........................................................................................................
85
Description of the Initial Debt Securities ........................................................................................................
86
Tier I Capital and Capital Adequacy ...............................................................................................................
89
Capitalization of Postbank and Postbank Group .............................................................................................
90
Postbank Group .................................................................................................................................................
92
Taxation .............................................................................................................................................................
125
Subscription and Sale........................................................................................................................................
130
General Information ..........................................................................................................................................
132
Appendix A: Form of Support Undertaking ....................................................................................................
A-1
Financial Statements .........................................................................................................................................
F-1
POSTBANK, THE COMPANY AND THE TRUST ASSUME RESPONSIBILITY FOR THE CONTENTS OF
THIS OFFERING CIRCULAR (THE ``OFFERING CIRCULAR''). POSTBANK, THE COMPANY AND THE
TRUST, HAVING MADE REASONABLE INQUIRIES, CONFIRM THAT (I) THIS OFFERING CIRCULAR
CONTAINS
ALL
INFORMATION
WITH
RESPECT
TO
POSTBANK,
ITS
AFFILIATES,
ITS
SUBSIDIARIES, THE TRUST PREFERRED SECURITIES, THE CLASS B PREFERRED SECURITIES
AND THE DEBT SECURITIES (AS DEFINED HEREIN) THAT IS MATERIAL IN THE CONTEXT OF THE
LISTING OF THE TRUST PREFERRED SECURITIES; (II) THE INFORMATION CONTAINED IN THIS
OFFERING CIRCULAR IS TRUE AND ACCURATE IN ALL MATERIAL RESPECTS AND IS NOT
MISLEADING; (III) THE OPINIONS AND INTENTIONS EXPRESSED IN THIS OFFERING CIRCULAR
ARE HONESTLY HELD; AND (IV) THERE ARE NO OTHER FACTS THE OMISSION OF WHICH MAKES
THIS OFFERING CIRCULAR AS A WHOLE OR ANY OF THE INFORMATION OR THE EXPRESSION OF
ANY OF THE OPINIONS OR INTENTIONS MISLEADING IN ANY RESPECT.
NO
PERSON
IS
AUTHORIZED
TO
PROVIDE
ANY
INFORMATION
OR
TO
MAKE
ANY
REPRESENTATION NOT CONTAINED IN THIS OFFERING CIRCULAR, AND ANY INFORMATION
OR REPRESENTATION NOT CONTAINED IN THIS OFFERING CIRCULAR MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY POSTBANK, THE TRUST OR THE COMPANY OR BY THE
JOINT LEAD MANAGERS. THE DELIVERY OF THIS OFFERING CIRCULAR AT ANY TIME DOES NOT
IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
THIS OFFERING CIRCULAR IS ONLY BEING DISTRIBUTED TO AND IS ONLY DIRECTED AT (I)
PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM OR (II) TO INVESTMENT PROFESSIONALS
FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2001 (THE ``ORDER'') OR (III) HIGH NET WORTH INDIVIDUALS,
AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN
ARTICLE 49(2) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
``RELEVANT PERSONS''). THE TRUST PREFERRED SECURITIES ARE ONLY AVAILABLE TO, AND
ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE
SUCH TRUST PREFERRED SECURITIES WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS.
ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY UPON THIS
DOCUMENT OR ANY OF ITS CONTENTS.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY IN THE UNITED STATES HAS APPROVED OR DISAPPROVED OF THE TRUST PREFERRED
2

SECURITIES OR DETERMINED WHETHER THIS OFFERING CIRCULAR IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO ACTION HAS BEEN TAKEN TO PERMIT A PUBLIC OFFERING OF THE TRUST PREFERRED
SECURITIES IN ANY JURISDICTION WHERE ACTION WOULD BE REQUIRED FOR SUCH PURPOSE.
THE DISTRIBUTION OF THIS OFFERING CIRCULAR AND THE OFFERING OF THE TRUST
PREFERRED SECURITIES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. EACH
PURCHASER OF THE TRUST PREFERRED SECURITIES MUST COMPLY WITH ALL APPLICABLE
LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS
OR SELLS THE TRUST PREFERRED SECURITIES OR POSSESSES OR DISTRIBUTES THIS OFFERING
CIRCULAR AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED BY IT FOR
THE PURCHASE, OFFER OR SALE BY IT OF THE TRUST PREFERRED SECURITIES UNDER THE
LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR IN
WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND NONE OF THE TRUST, THE
COMPANY, POSTBANK OR THE JOINT LEAD MANAGERS SHALL HAVE ANY RESPONSIBILITY
THEREFOR.
THIS OFFERING CIRCULAR IS NOT A ``VERKAUFSPROSPEKT'' WITHIN THE MEANING OF THE
GERMAN SECURITIES SALES PROSPECTUS ACT (WERTPAPIER-VERKAUFSPROSPEKTGESETZ) AND
HAS NOT BEEN APPROVED OR REVIEWED BY ANY GERMAN REGULATORY AUTHORITY.
IN CONNECTION WITH THE OFFERING, MORGAN STANLEY & CO. INTERNATIONAL
LIMITED OR ANY PERSON ACTING FOR IT MAY OVER-ALLOT OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICES OF THE TRUST PREFERRED
SECURITIES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO OBLIGATION ON MORGAN STANLEY & CO. INTERNATIONAL
LIMITED OR ANY OF ITS AGENTS TO DO THIS. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN END AFTER A LIMITED
PERIOD AND IN ANY EVENT NO LATER THAN 30 DAYS AFTER THE ISSUE DATE. SUCH
TRANSACTIONS MAY BE EFFECTED ON EURONEXT AMSTERDAM, THE FRANKFURT STOCK
EXCHANGE
OR
OTHERWISE.
THE
PERFORMANCE
OR
NON-PERFORMANCE
OF
STABILIZATION MEASURES, THE DATE OF THE COMMENCEMENT OF STABILIZATION
MEASURES, THE DATE OF THE LAST STABILIZATION MEASURE AS WELL AS THE PRICE
RANGE WITHIN WHICH THE STABILIZATION MEASURES WERE CONDUCTED WILL BE
ANNOUNCED BY PUBLICATION OF A NOTICE IN THE BO
¨ RSEN-ZEITUNG AND THE HET
FINANCIEELE DAGBLAD WITHIN ONE WEEK FOLLOWING THE END OF THE STABILIZATION
PERIOD. DETAILS OF ANY OVER-ALLOTMENTS, INCLUDING THE DATE AND AMOUNT
THEREOF, WILL ALSO BE PROMPTLY PUBLISHED.
3

DEFINITIONS
``1940 Act'' means the U.S. Investment Company Act of 1940, as amended.
``Additional Amounts'' means any additional amounts payable by the Company or the Trust pursuant to the
terms of the Class B Preferred Securities and the Trust Preferred Securities as may be necessary in order that the
net amounts received by the holders of the Class B Preferred Securities and the Trust Preferred Securities, after
deduction or withholding for or on account of any Withholding Taxes, on payments thereon and any amount
payable in liquidation or on repayment upon redemption thereof, will equal the amounts that otherwise would
have been received had no such deduction or withholding been required.
``Additional Interest Amounts'' means any additional interest amounts payable by Postbank or another obligor
pursuant to the terms of the Debt Securities as may be necessary in order that the net amounts received by the
Company as a result of deduction or withholding upon payment of interest on the Debt Securities or repayment
upon redemption thereof will equal the amount that otherwise would have been received had no such deduction
or withholding been required.
``Administrative Action'' means any judicial decision, official administrative pronouncement, published or
private ruling, regulatory procedure, notice or announcement (including any notice or announcement of intent to
adopt certain procedures or regulations) by any legislative body, court, governmental authority or regulatory
body.
``BaFin''
means
the
German
Federal
Financial
Supervisory
Authority
(Bundesanstalt
fu¨r
Finanzdienstleistungsaufsicht).
``Board of Directors'' means the board of directors of the Company.
``Business Day'' means a day (other than Saturday or Sunday) on which all relevant parts of Trans-European
Automated Real-time Gross settlement Express Transfer system (TARGET) are operational.
``Bylaws'' means the by-laws of the Company.
``Calculation Agent'' means Deutsche Bank AG, Frankfurt am Main, Federal Republic of Germany.
``Capital Payment Date'' means June 7 of each year commencing on June 7, 2006.
``Capital Payment Period'' means the period from and including a Capital Payment Date (or, in the case of the
first Capital Payment Period, the Issue Date) to, but excluding, the next succeeding Capital Payment Date.
``Capital Payments'' means the periodic distributions on the Trust Preferred Securities and the Class B Preferred
Securities.
``Class A Preferred Security'' means the noncumulative Class A Preferred Security evidencing a preferred
ownership interest in the Company.
``Class B Preferred Securities'' means the noncumulative Class B Preferred Securities evidencing preferred
ownership interests in the Company.
``Clearstream AG'' means Clearstream Banking AG, Frankfurt am Main, Federal Republic of Germany.
``Clearstream Luxembourg'' means Clearstream Banking, socie´te´ anonyme, Luxembourg.
``Code'' means the United States Internal Revenue Code of 1986, as amended.
``Company'' means Deutsche Postbank Funding LLC III, a Delaware limited liability company.
``Company Common Security'' means the voting common security representing an ownership interest in the
Company.
``Company Preferred Securities'' means the Class A Preferred Security and the Class B Preferred Securities.
``Company Securities'' means the Company Common Security and the Company Preferred Securities.
4

``Company Special Redemption Event'' means (i) a Regulatory Event, (ii) a Tax Event or (iii) an Investment
Company Act Event solely with respect to the Company but not with respect to the Trust.
``Company Successor Securities'' means other securities having substantially the same terms as the Class B
Preferred Securities.
``Day Count Fraction'' means the number of days in the Capital Payment Period in respect of which payment is
being made divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day
months, unless (i) the last day of the Capital Payment Period is the 31st day of a month but the first day of the
Capital Payment Period is a day other than the 30th or 31st day of a month, in which case the month that includes
that last day shall not be considered to be shortened to a 30-day month or (ii) the last day of the Capital Payment
Period is the last day of the month of February, in which case the month of February shall not be considered to be
lengthened to a 30-day month).
``Debt Redemption Date'' means the date fixed for redemption of the Initial Debt Securities.
``Debt Securities'' means the Initial Debt Securities and the Substitute Debt Securities.
``Delaware Trustee'' means Deutsche Bank Trust Company Delaware.
``Determination Date'' means, in respect of each Capital Payment Period (or Interest Payment Period, in the case
of the Initial Debt Securities) commencing on or after the Reset Date, the second Business Day prior to the
Capital Payment Date (or the Interest Payment Date, as the case may be) on which such Capital Payment Period
(or Interest Payment Period, as the case may be) commences.
``Distributable Profits'' of Postbank for any fiscal year is the balance sheet profit (Bilanzgewinn) as of the end of
such fiscal year, as shown in the audited unconsolidated balance sheet of Postbank as of the end of such fiscal
year. Such balance sheet profit includes the annual surplus or loss (Jahresu¨berschuss/Jahresfehlbetrag), plus any
profit carried forward from previous years, minus any loss carried forward from previous years, plus transfers
from capital reserves and earnings reserves, minus allocations to earnings reserves, all as determined in
accordance with the provisions of the German Stock Corporation Act (Aktiengesetz) and accounting principles
generally accepted in the Federal Republic of Germany as described in the German Commercial Code
(Handelsgesetzbuch) and other applicable German law then in effect. In determining the availability of sufficient
Distributable Profits of Postbank related to any fiscal year to permit Capital Payments to be declared with respect
to the Class B Preferred Securities, any Capital Payments already paid on the Class B Preferred Securities and
any capital payments, dividends or other distributions already paid on Parity Securities, if any, on the basis of
such Distributable Profits for such fiscal year will be deducted from such Distributable Profits.
``Enforcement Event'' under the Trust Agreement with respect to the Trust Securities means the occurrence, at
any time, of (i) non-payment of Capital Payments (plus Additional Amounts thereon, if any) on the Trust
Preferred Securities or the Class B Preferred Securities at the Stated Rate in full, for the first Capital Payment
Period or subsequently for two consecutive Capital Payment Periods or (ii) a default by Postbank in respect of
any of its obligations under the Support Undertaking, provided that, pursuant to the Trust Agreement, the holder
of the Trust Common Security will be deemed to have waived any Enforcement Event with respect to the Trust
Common Security until all Enforcement Events with respect to the Trust Preferred Securities have been cured,
waived or otherwise eliminated.
``Euroclear'' means Euroclear Bank S.A./N.V., as operator of the Euroclear system.
``Fixed Rate'' means the fixed coupon rate of 7.00% per annum for the accrual of Capital Payments (or, in the
case of the Initial Debt Securities, the minimum fixed coupon rate of 7.00% per annum for the accrual of interest)
for any Capital Payment Period (or, as applicable, any Interest Payment Period) ending on or prior to the Reset
Date.
``Floating Rate'' means the Reference Rate for the accrual of Capital Payments plus 0.125% per annum for
Capital Payment Periods commencing on or after the Reset Date provided, however, that no Capital Payments
shall in any event accrue at a rate of more than 8.00% per annum.
``Global Certificates'' means the Permanent Global Certificates together with the Temporary Global Certificates.
``Global Securities'' means one or more global certificates representing the Class B Preferred Securities which
the Company will use reasonable efforts to have issued and registered in the name of Clearstream AG if the
5

Class B Preferred Securities are distributed to holders of the Trust Preferred Securities in connection with the
involuntary or voluntary liquidation, dissolution, winding up or termination of the Trust.
``Independent Enforcement Director'' means the independent member of the Board of Directors elected by the
holders of the Class B Preferred Securities under specified circumstances.
``Initial Debt Redemption Date'' means June 7, 2011, which is the first day on which the Initial Debt Securities
will be redeemable, in whole but not in part, by Postbank other than upon the occurrence of a Company Special
Redemption Event or in the event of replacement with Substitute Debt Securities.
``Initial Debt Securities'' means subordinated notes of Postbank to be acquired by the Company using the
proceeds from the issuance of the Class B Preferred Securities, the Class A Preferred Security and the Company
Common Security.
``Initial Redemption Date'' means June 7, 2011, which is the first day on which the Class B Preferred Securities
will be redeemable, in whole but not in part, at the option of the Company, other than upon the occurrence of a
Company Special Redemption Event.
``Interest Payment Date'' means, in respect of the Initial Debt Securities, June 7 of each year, commencing on
June 7, 2006.
``Interest Payment Period'' means, in respect of the Initial Debt Securities, the period from and including an
Interest Payment Date (or, in the case of the first Interest Payment Period, the Issue Date) to, but excluding, the
next succeeding Interest Payment Date.
``Investment Company'' means an investment company within the meaning of the 1940 Act.
``Investment Company Act Event'' means the request and receipt by Postbank of an opinion of a nationally
recognized U.S. law firm experienced in such matters to the effect that there is more than an insubstantial risk that
the Company or the Trust is or will be considered an Investment Company as a result of (i) any judicial decision,
pronouncement or interpretation (irrespective of the manner made known), or (ii) the adoption or amendment of
any law, rule or regulation, or any notice or announcement (including any notice or announcement of intent to
adopt such law, rule or regulation), by any U.S. legislative body, court, governmental agency, or regulatory
authority, in each case after June 3, 2005 (the date of signing of the Purchase Agreement).
``IRS'' means the United States Internal Revenue Service.
``Issue Date'' means June 7, 2005, the date of issue of the Trust Preferred Securities.
``Issue Price'' means the initial offering price of 100% (equivalent to E 1,000 per Trust Preferred Security).
``Joint Lead Managers'' means ING Belgium N.V./S.A., J.P. Morgan Securities Ltd. and Morgan Stanley & Co.
International Limited.
``Junior Distributions'' means capital payments, dividends or other distributions on Junior Securities (excluding
capital payments, dividends or other distributions by a subsidiary of Postbank exclusively to Postbank or a
wholly-owned subsidiary of Postbank).
``Junior Securities'' means (i) common stock of Postbank, (ii) each class of preference shares of Postbank
ranking junior to Parity Securities of Postbank, if any, and any other instrument of Postbank ranking pari passu
therewith or junior thereto and (iii) preference shares or any other instrument of any subsidiary of Postbank
subject to any guarantee or support agreement of Postbank ranking junior to the obligations of Postbank under the
Support Undertaking.
``Liquidation Preference Amount'' means the Liquidation Preference Amount of E 1,000 per Trust Preferred
Security.
``LLC Act'' means the Delaware Limited Liability Company Act, as amended.
``LLC Agreement'' means the amended and restated limited liability company agreement of the Company.
``Maturity Date'' means, in respect of the Initial Debt Securities, June 7, 2035.
``Netherlands Paying Agent'' means Deutsche Bank AG, Amsterdam, Netherlands.
6

``Offering'' means the offering by Deutsche Postbank Funding Trust III of the Trust Preferred Securities.
``Operating Profits'' of the Company for any Capital Payment Period means the excess of the amounts payable
(whether or not paid) on the Debt Securities or, after the Maturity Date, on the Permitted Investments that the
Company may then hold in accordance with the LLC Agreement during such Capital Payment Period, over any
operating expenses of the Company not paid or reimbursed by Postbank or one of its branches or affiliates during
such Capital Payment Period, plus any reserves.
``Original Trust Preferred Securityholder'' means a person that acquires Trust Preferred Securities on their
original issue at their original Issue Price.
``Parity Securities'' means each class of the most senior ranking preference shares, if any, or other instruments of
Postbank qualifying as Tier I regulatory capital, and Parity Subsidiary Securities.
``Parity Subsidiary Securities'' means preference shares or other instruments qualifying as consolidated Tier I
regulatory capital of Postbank, or any other instrument of any subsidiary of Postbank subject to any guarantee or
support agreement of Postbank ranking pari passu with the obligations of Postbank under the Support
Undertaking.
``Permanent Global Certificates'' means permanent global certificates representing the Trust Preferred
Securities.
``Permitted Investments'' means investments by the Company in debt obligations of Postbank or one or more
Qualified Subsidiaries unconditionally guaranteed by Postbank (which may in either case act through a non-
German branch) on a subordinated basis or in U.S. Treasury securities; provided, in each case, that such
investment does not result in a Company Special Redemption Event.
``Postbank'' means Deutsche Postbank AG.
``Postbank Group'' means Postbank and its consolidated subsidiaries.
``Postbank Group Company'' means Postbank or a Qualified Subsidiary.
``Potential Securityholder'' means Postbank or a Qualified Subsidiary.
``Principal Amount'' means E 300,027,000 (equal to the gross proceeds from the issuance of the Class B
Preferred Securities plus certain amounts contributed by Postbank for the Class A Preferred Security and the
Company Common Security).
``Principal Paying Agent'' means Deutsche Bank AG, Frankfurt am Main, Federal Republic of Germany.
``Property Account'' means a segregated non-interest bearing trust account in the name of and under the
exclusive control of the Property Trustee.
``Property Trustee'' means Deutsche Bank Trust Company Americas.
``Purchase Agreement'' means the purchase agreement entered into among Postbank, the Company, the Trust
and the Joint Lead Managers, pursuant to which the Trust agreed to sell to the Joint Lead Managers and the Joint
Lead Managers agreed to purchase the Trust Preferred Securities.
``Qualified Subsidiary'' means a subsidiary that is consolidated with Postbank for German bank regulatory
purposes of which more than 50% of the outstanding voting stock or other equity interest entitled ordinarily to
vote in the election of the directors or other governing body (however designated) and of which more than 50% of
the outstanding capital stock or other equity interest is, at the time, beneficially owned or controlled directly or
indirectly by Postbank, which subsidiary meets the definition of ``a company controlled by its parent company''
as defined in Rule 3a-5 under the 1940 Act.
``Redemption Date'' means the date of redemption of the Class B Preferred Securities.
``Redemption Notice'' means notice of any redemption of the Class B Preferred Securities.
``Reference Rate'' means in respect of any Capital Payment Period (or Interest Payment Period in the case of the
Initial Debt Securities) commencing on or after the Reset Date, ``EUR-ISDA-EURIBOR Swap Rate 11:00'' (the
annual Euro swap rate expressed as a percentage for Euro swap transactions with a 10-year maturity, the
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``Designated Maturity''), which appears on the Reuters screen ``ISDAFIX2'' under the heading ``EURIBOR
BASIS'' and above the caption ``11:00 AM Frankfurt'' (as such headings and captions may appear from time to
time) as of 11:00 a.m., Central European time (or such other page or service as may replace it for the purposes of
such rate) (the ``Relevant Screen Page'') on the relevant Determination Date.
In the event that the foregoing rate does not appear on the Relevant Screen Page on any Determination Date, the
Reference Rate for the relevant Capital Payment Period (or Interest Payment Period in the case of the Initial Debt
Securities) will be the ``Reference Banks' Swap Rate'' on such Determination Date. ``Reference Banks' Swap
Rate'' means the percentage rate determined on the basis of the quotations of the ``mid-market annual swap rate''
provided by five leading swap dealers in the interbank market (the ``Reference Banks'') to the Calculation Agent
at approximately 11:00 a.m., Central European time, on the Determination Date. If at least two quotations are
provided, the Reference Rate for that Capital Payment Period (or Interest Payment Period in the case of the Initial
Debt Securities) will be the arithmetic mean of the quotations (rounded, if necessary, to the nearest one
thousandth of a percentage point with 0.0005 being rounded upwards). If at least three quotations are provided,
the Calculation Agent shall eliminate the highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest) in calculating the arithmetic mean.
The ``mid-market annual swap rate'' means the arithmetic mean of the bid and offered rates for the annual fixed
leg (calculated on the basis of the Day Count Fraction) of a fixed-for-floating Euro interest rate swap transaction
which transaction (a) has a term equal to the Designated Maturity and commencing on the first day of such
Capital Payment Period (or Interest Payment Period in the case of the Initial Debt Securities), (b) is in an amount
that is representative of a single transaction in the relevant market at the relevant time with an acknowledged
dealer of good credit in the swap market, and (c) the floating leg of which is based on the 6-months EURIBOR
rate (calculated on an Actual/360 day count basis).
``Regulation S'' means Regulation S under the Securities Act.
``Regular Trustee'' means three of the Trustees who are employees or officers of Postbank or one of its affiliates.
``Regulatory Event'' means that (i) Postbank is notified by a relevant regulatory authority that, as a result of the
occurrence of any amendment to, or change (including any change that has been adopted but not yet become
effective) in, the applicable banking laws of the Federal Republic of Germany (or any rules, regulations,
interpretations or administrative practice thereunder, including rulings of the relevant banking authorities) or the
guidelines of the Basel Committee for Banking Supervision after June 3, 2005, Postbank is not, or will not be,
allowed to treat either the Class B Preferred Securities or the Trust Preferred Securities as Tier I regulatory capital
for capital adequacy purposes on a consolidated basis, or (ii) the BaFin notifies Postbank or otherwise announces
that neither the Class B Preferred Securities nor the Trust Preferred Securities (or securities substantially similar
to the Class B Preferred Securities or the Trust Preferred Securities) may or may any longer be treated as Tier I
regulatory capital for capital adequacy purposes on a consolidated basis.
``Relevant Jurisdiction'' means the United States of America, Germany or the jurisdiction of residence of any
obligor of the Debt Securities or any jurisdiction from which payments on the Trust Preferred Securities, the
Class B Preferred Securities or the Debt Securities are made.
``Reset Date'' means June 7, 2008.
``Restricted Period'' means the period ending on the expiry of the 40th day after the later of the Issue Date and
the completion of the distribution of the Trust Preferred Securities.
``Securities Act'' means the United States Securities Act of 1933, as amended.
``Servicer'' means PB Capital Corporation.
``Services Agreement'' means the services agreement among the Trust, the Company and the Servicer.
``Stated Rate'' means (i) for each Capital Payment Period ending before the Reset Date, the Fixed Rate and (ii)
for each Capital Payment Period beginning on or after the Reset Date, the Floating Rate, in each case calculated
on the basis of the Day Count Fraction, provided that no Capital Payment for any Capital Payment Period
commencing on or after the Reset Date shall accrue at a rate of more than 8.00% per annum.
``Substitute Debt Securities'' means any debt securities issued in substitution for the Initial Debt Securities.
``Successor Securities'' means other securities having substantially the same terms as the Trust Securities.
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``Support Undertaking'' means the support agreement between Postbank and the Company as set forth in
Appendix A.
``Tax Event'' means the receipt by Postbank of an opinion of a nationally recognized law firm or other tax
adviser in a Relevant Jurisdiction, experienced in such matters, to the effect that, as a result of (i) any amendment
to, or clarification of, or change (including any announced prospective change) in, the laws or treaties (or any
regulations promulgated thereunder) of a Relevant Jurisdiction or any political subdivision or taxing authority
thereof or therein affecting taxation, (ii) any Administrative Action, or (iii) any amendment to, clarification of, or
change in the official position or the interpretation of such Administrative Action or any interpretation or
pronouncement that provides for a position with respect to such Administrative Action that differs from the
theretofore generally accepted position, in each case, by any legislative body, court, governmental authority or
regulatory body, irrespective of the manner in which such amendment, clarification or change is made known,
which amendment, clarification or change is effective, or which pronouncement or decision is announced, after
the date of issuance of the Company Securities and the Trust Securities, there is more than an insubstantial risk
that (a) the Trust or the Company is or will be subject to more than a de minimis amount of taxes, duties or other
governmental charges, or (b) the Trust, the Company or an obligor of the Debt Securities would be obligated to
pay Additional Amounts or Additional Interest Amounts.
``Temporary Global Certificates'' means temporary global certificates representing the Trust Preferred
Securities.
``Trust'' means Deutsche Postbank Funding Trust III, a statutory trust created under the laws of the State of
Delaware, United States of America.
``Trust Act'' means the Delaware Statutory Trust Act.
``Trust Agreement'' means the declaration of trust among the Trustees and the Company, as sponsor, as
amended and restated.
``Trust Common Security'' means one common security of the Trust.
``Trust Preferred Securities'' means E 300,000,000 registered noncumulative Trust Preferred Securities offered
in the Offering.
``Trust Securities'' means the Trust Common Security together with the Trust Preferred Securities.
``Trust Special Redemption Event'' means (i) a Tax Event solely with respect to the Trust, but not with respect
to the Company, or (ii) an Investment Company Act Event solely with respect to the Trust, but not with respect to
the Company.
``Trustees'' means the trustees of the Trust, pursuant to the Trust Agreement.
``Withholding Taxes'' means any present or future taxes, duties or governmental charges of any nature
whatsoever imposed, levied or collected by or on behalf of a Relevant Jurisdiction or any political subdivision or
authority therein or thereof having the power to tax by way of withholding or deduction.
9