Obligation Deutsche Bank 0% ( DE0001345759 ) en DEM

Deutsche Bank

95.65 % ▲

Allemagne

DE0001345759 ( en DEM )

27/10/2026

Prospectus brochure de l'obligation Deutsche Bank DE0001345759 en DEM 0%, échéance 27/10/2026

Deutsche Bank est une banque universelle allemande, offrant une large gamme de services financiers aux particuliers, entreprises et institutions, opérant à l'échelle mondiale.

L'Obligation émise par Deutsche Bank ( Allemagne ) , en DEM, avec le code ISIN DE0001345759, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/10/2026

DATED: 4 JUNE 2010

DEUTSCHE BANK LUXEMBOURG S.A.
(a public limited liability company (société anonyme) incorporated under the laws of the Grand
Duchy of Luxembourg, having its registered office at 2, boulevard Konrad Adenauer, L-1115
Luxembourg and registered with the Register of Trade and Companies of Luxembourg under
number B.9164 as issuer of the Notes on a fiduciary basis in accordance with the Luxembourg act
dated 27 July 2003 relating to trust and fiduciary contracts, as amended)
(the "Fiduciary")

PROSPECTUS

Series 43 EUR 57,117,000 Fiduciary Notes due October 2026
(ISIN: XS0504470229) referencing EUR 145,902,251.22
(DEM 285,360,000) notional amount of zero coupon, senior
unsecured bonds issued by Deutsche Bank, AG due 28
October 2026 (ISIN: DE0001345759)
(the "Notes")

Issued under the EUR 10,000,000,000 Fiduciary Note Programme

DEUTSCHE BANK AG, LONDON BRANCH
as Dealer
The Fiduciary has not been and will not be registered under the United States Investment Company Act of
1940, as amended (the "Investment Company Act") and the Notes have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities Act"). Consequently, the Notes
may not be offered, sold, resold, delivered or transferred within the United States or to, or for the account
or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act).

The attention of investors is drawn to the section headed "Investment Considerations and Risk Factors" on
page 3 of this Prospectus.

WS1201.732100.6

TABLE OF CONTENTS

INVESTMENT CONSIDERATIONS AND RISK FACTORS ................................................................ 3
GENERAL ..................................................................................................................................................... 5
FINAL TERMS RELATING TO THE NOTES ........................................................................................ 7
INFORMATION CONCERNING THE CALCULATION AGENT ..................................................... 21
FURTHER INFORMATION CONCERNING THE SWAP AGREEMENTS..................................... 22
USE OF PROCEEDS .................................................................................................................................. 23
TAX CONSIDERATIONS ......................................................................................................................... 23
AVAILABILITY OF PROSPECTUS AND OTHER DOCUMENTS ................................................... 23
PAYING AGENTS AND LISTING AGENT ........................................................................................... 23
SELLING RESTRICTIONS ...................................................................................................................... 24
ANNEX 1: INFORMATION CONCERNING THE FIDUCIARY........................................................ 27
ANNEX 2: INFORMATION CONCERNING THE DEPOSIT ACCOUNT ........................................ 28
ANNEX 3: INFORMATION CONCERNING THE BOND COLLATERAL ...................................... 29
ANNEX 4: ASSET SWAP .......................................................................................................................... 31
ANNEX 5: LOAN ........................................................................................................................................ 39

2

WS1201.732100.6

INVESTMENT CONSIDERATIONS AND RISK FACTORS
Terms used in this section and not otherwise defined shall have the meanings given to them in the Terms
and Conditions of the Notes, which form part of the base prospectus dated 30 July 2009 (the "Base
Prospectus") issued in relation to the Fiduciary's EUR 10,000,000,000 Fiduciary Note Programme (the
"Programme") incorporated by reference herein, as supplemented and amended by the Final Terms set out
below.
Purchasers of Notes should conduct such independent investigation and analysis regarding the Fiduciary,
the Fiduciary Assets and the obligor in respect thereof, the Notes, the Swap Counterparty and all other
relevant persons and market and economic factors as they deem appropriate to evaluate the merits and risks
of an investment in the Notes. The Fiduciary and the Dealer disclaim any responsibility to advise
purchasers of Notes of the risks and investment considerations associated with the purchase of the Notes as
they may exist at the date hereof or from time to time thereafter. However, as part of such independent
investigation and analysis, prospective purchasers of Notes should consider all the information set forth in
the Base Prospectus and this Prospectus, including the considerations set forth below.
Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained in this Prospectus and the Base
Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes
for an indefinite period of time;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of
risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial
instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes
will perform under changing conditions, the resulting effects on the value of the Notes and the impact this
investment will have on the potential investor's overall investment portfolio.
General
Purchasers of Notes should conduct such independent investigation and analysis regarding the Fiduciary,
the Fiduciary Assets, the Notes, each party to any Swap Agreement or other Fiduciary Asset Agreements
entered into in respect of any Notes and all other relevant market and economic factors as they deem
appropriate to evaluate the merits and risks of an investment in the Notes. The Fiduciary and the Dealers
disclaim any responsibility to advise purchasers of Notes of the risks and investment considerations
associated with the purchase of the Notes as they may exist at the date hereof or from time to time hereafter.

3

WS1201.732100.6

However, as part of such independent investigation and analysis, prospective purchasers of Notes should
consider all the information set forth in this Prospectus and the Base Prospectus or any applicable
supplement, including the considerations set forth below.
In relation to any issue of Notes which have a denomination consisting of the minimum Specified
Denomination plus a higher integral multiple of another smaller amount, it is possible that the Notes may be
traded in amounts in excess of 50,000 (or its equivalent) that are not integral multiples of 50,000 (or its
equivalent). In such a case a Noteholder who, as a result of trading such amounts, holds a principal amount
of less than the minimum Specified Denomination may not receive a definitive Note in respect of such
holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such
that its holding amounts to a Specified Denomination.
Swap Termination Payments
In connection with the issue of the Notes, the Fiduciary will enter into an Asset Swap Agreement and a
Loan Agreement (together the "Swap Agreements") (for further information regarding the Swap
Agreements, please refer to the section "Further Information Concerning the Swap Agreements").
In certain circumstances, the Swap Agreements may be terminated (including following an Acceleration
Event (as defined in the Terms and Conditions of the Notes)) which may result in termination payments
being payable in respect of the Swap Agreements. An Acceleration Event may also result in the Notes
being redeemed prior to their scheduled date of redemption.
Investors should note that any termination payments payable in respect of the Swap Agreements will rank
in priority to payments to Noteholders.
In such circumstance, there is no assurance that the termination payment payable by the Swap Counterparty
(if any) to the Fiduciary and the monies the Fiduciary receives from the Selling Agent in connection with a
Liquidation of the Fiduciary Assets pursuant to Condition 4(e) of the Notes or otherwise in respect of the
Fiduciary Assets will be sufficient to repay the principal amount due to be repaid in respect of the Notes
and any other amounts in respect thereof that are due.
Further, 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
(i) is fully consistent with its (or if it is acquiring the Notes in a fiduciary capacity, the beneficiary's)
financial needs, objectives and condition, (ii) complies and is fully consistent with all investment policies,
guidelines and restrictions applicable to it (whether acquiring the Notes as principal or in a fiduciary
capacity) and (iii) is a fit, proper and suitable investment for it (or if it is acquiring the Notes in a fiduciary
capacity, for the beneficiary), notwithstanding the clear and substantial risks inherent in investing in or
holding the Notes.
THE CONSIDERATIONS SET OUT ABOVE ARE NOT, AND ARE NOT INTENDED TO BE, A
COMPREHENSIVE LIST OF ALL CONSIDERATIONS RELEVANT TO A DECISION TO
PURCHASE OR HOLD ANY NOTES. THE ATTENTION OF INVESTORS IS ALSO DRAWN TO
THE SECTION HEADED "RISK FACTORS AND INVESTMENT CONSIDERATIONS" IN THE BASE
PROSPECTUS.

4

WS1201.732100.6

GENERAL
The Prospectus has been approved by the Irish Financial Services Regulatory Authority (the "Financial
Regulator"), as competent authority under the Prospectus Directive 2003/71/EC (the "Prospectus
Directive"). The Irish Financial Services Regulatory Authority only approves this Prospectus as meeting
the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has
been made to the Irish Stock Exchange (the "Irish Stock Exchange") for the Notes to be admitted to the
Official List and trading on its regulated market. Such approval relates only to the Notes which are to be
admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the
purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the
European Economic Area.
This Prospectus, under which the Notes are issued, incorporates by reference the Base Prospectus in all
respects save the "Form of Final Terms" on pages 22 to 37 thereof. The final terms relating to the Notes
(the "Final Terms") are extracted below. Deutsche Bank AG, London Branch, of Winchester House, 1
Great Winchester Street, London EC2N 2DB (the "Dealer") is the Dealer for the Notes. Terms defined in
the Base Prospectus and not otherwise defined herein have the same meaning in this Prospectus.
This Prospectus comprises a prospectus for the purposes of the Prospectus Directive. For the purposes of
the Notes, any reference to Final Terms in this Prospectus does not constitute "final terms" for the purposes
of Regulation 23 of S.I. 324, Prospectus (Directive 2003/71/EC) Regulations 2005.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the Notes
or the distribution of this Prospectus in any jurisdiction where such action is required.
This Prospectus does not constitute an invitation to the public within the meaning of the Irish Companies
Acts 1963 to 2009 to subscribe for the Notes.
The Fiduciary is a public limited liability company (société anonyme) established under the laws of the
Grand Duchy of Luxembourg. The Notes will be governed by and construed in accordance with
Luxembourg law and in particular the Luxembourg act dated 27 July 2003 relating to trust and fiduciary
contracts, as amended.
Saved as stated below, the Dealer accepts responsibility for the content of this Prospectus. To the best of the
knowledge and belief of the Dealer (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.
Subject to any limitations set out at Annex 3 herein, the Fiduciary accepts responsibility for the information
contained in this document exclusively to the extent that such information relates to the Fiduciary and the
Fiduciary Contract. To the best of the knowledge and belief of the Fiduciary (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.
No person has been authorised by the Fiduciary or the Dealer to give any information or to make
representations other than those contained in this Prospectus in connection with the issue or sale of the
Notes and, if given or made, such information or representations must not be relied upon as having been
authorised by the Fiduciary, the Dealer or either of them. Neither the delivery of this Prospectus nor any
sale made in connection herewith shall, under any circumstances, create any implication that there has been
no change in the affairs of the Fiduciary since the date hereof.
The language of the Prospectus is English. Certain legislative references and technical terms have been
cited in their original language in order that the correct technical meaning may be ascribed to them under
applicable law.

5

WS1201.732100.6

Except as specified in this Prospectus, the Fiduciary does not intend to provide post issuance transaction

information regarding the Notes or the Bond Collateral.
Documents Incorporated By Reference
This Prospectus should be read and construed in conjunction with the Base Prospectus which has been
previously published and approved by the Financial Regulator. The Base Prospectus shall be deemed to be
incorporated in, and form part of, this Prospectus, save that any statement contained in the Base Prospectus
which is deemed to be incorporated herein shall be deemed to be modified or superseded for the purpose of
this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement
(whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Prospectus.
Expenses
All payment of costs and expenses of the Fiduciary in connection with the issue of the Notes and the related
Swap Agreements described in paragraph 21 of the Final Terms relating to the Notes set out below, will be
met by the Swap Counterparty. It is anticipated that no surpluses shall be accumulated by the Fiduciary in
respect of the Notes.
The expenses related to the admission to trading of the Notes on the Irish Stock Exchange are estimated to
be EUR 2,600.
Documents Available for Inspection
Copies of the following documents will be available for physical inspection and collection during usual
business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office
of the Fiduciary, the specified office of the Principal Paying Agent in London and the specified office of the
Paying Agent in Ireland (together with the Principal Paying Agent, the "Paying Agents"), free of charge,
for so long as the Notes shall remain outstanding and, for so long as the Notes remain listed on the Irish
Stock Exchange, at the office of the Listing Agent specified on the back page of this Prospectus:
(i)
this Prospectus, the Base Prospectus and any notice of amendment;
(ii)
the Asset Swap Agreement;
(iii)
the Loan Agreement;
(iv)
audit reports and annual financial statements of the Fiduciary;
(v)
the annual financial statements and the quarterly interim financial statements of Deutsche Bank
Aktiengesellschaft; and
(vi)
the Fiduciary's Articles of Incorporation.
ERISA Considerations
By its purchase and acceptance of a Note, each holder will be deemed to have represented and warranted
that either (i) no ERISA Plan (as defined below) assets have been used to purchase such Notes or (ii) one or
more prohibited transaction statutory or administrative exemptions applies such that the use of such plan
assets to purchase and hold such Notes will not constitute a non-exempt prohibited transaction under the
U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
U.S. Internal Revenue Code of 1986, as amended (the "Code"). As used herein "ERISA Plan" means
"employee benefit plans" subject to Title 1 of ERISA or a "plan" as defined in and subject to Section 4975
of the Code or entities which may be deemed to hold the assets of any such plans by reason of such a plan's
investment in the entity.

6

WS1201.732100.6

FINAL TERMS RELATING TO THE NOTES
Issue of EUR 57,117,000 Fiduciary Notes due October 2026 (ISIN: XS0504470229) referencing EUR
145,902,251.22 (DEM 285,360,000) notional amount of zero coupon, senior unsecured bonds issued
by Deutsche Bank, AG due 28 October 2026 (ISIN: DE0001345759) Fiduciary Note Programme
Deutsche Bank Luxembourg S.A.
(a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of
Luxembourg, having its registered office at 2, boulevard Konrad Adenauer, L-1115 Luxembourg and
registered with the Register of Trade and Companies of Luxembourg under number B.9164 as issuer of the
Notes on a fiduciary basis).
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the
Base Prospectus dated 30 July 2009. This section constitutes the Final Terms relating to the Notes
described herein and must be read in conjunction with the Base Prospectus. This section does not constitute
"Final Terms" for purposes of the Prospectus Directive. Full information on the Fiduciary and the offer of
the Notes is only available on the basis of the combination of these Final Terms, the Base Prospectus and
any Prospectus prepared in relation to these Notes. The Base Prospectus is available for viewing during
normal business hours at the offices of the Principal Paying Agent at Deutsche Bank AG, London Branch,
Winchester House, 1 Great Winchester Street, London EC2Y 2DB.
1.
Fiduciary:
Deutsche Bank Luxembourg S.A.
See Annex 1 "Information Concerning the Fiduciary".
2.
(i) Series
Number:
43
(ii)
Tranche Number:
Not applicable
3.
Specified Currency or Currencies:
EUR
4.
Aggregate Nominal Amount:

Series:
EUR 57,117,000
5.
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6.
Specified Denominations:
EUR 50,000 plus increments of integral multiples of EUR 1
in excess thereof up to and including EUR 99,999. No Notes

in definitive form will be issued with a denomination above
EUR 99,999
7.
(i) Issue Date:
26 May 2010

The Trade Date for the Notes is 15 April 2010.
(ii) Interest Commencement Date:
The later of 27 May 2010 and the Bond Collateral Delivery
Date (as defined in paragraph 21 below).
8.
Calculation Agent
Deutsche Bank AG, London Branch.
All communications to and by Deutsche Bank AG, London
Branch in its capacity as Calculation Agent should be made

7

WS1201.732100.6

to and will be made by Deutsche Bank AG, London Branch -
Trust & Securities Services.
The Calculation Agent shall cause the Interest Rate for each
Interest Period determined by it, together with the relevant
Interest Payment Date, to be notified to the Issuer, each of
the Paying Agents and the Irish Stock Exchange as soon as
possible after their determination but in no event later than
the commencement of the relevant Interest Period.
9.
Maturity Date:
28 October 2026
If applicable, the Irish Stock Exchange and Noteholders will
be notified, in respect of any postponement of the Maturity
Date.
10.
Interest Basis:
Fixed Rate (further particulars specified at paragraph 17
below)
11.
Redemption/Payment Basis:
Subject to early redemption of the Notes following the
occurrence of an Acceleration Event (as defined in
paragraph 26 below) or following an Additional
Redemption Event (as defined below) and subject to
paragraph 38 below, each Note will be redeemed in full on
the Maturity Date at its applicable nominal amount.
Early Redemption following an Additional Redemption
Event
Subject to paragraph 38 and the provisions of Condition
4(e)(1) as amended therein, following the occurrence of an
Additional Redemption Event, the Fiduciary shall within 5
Business Days of receiving notice from the Calculation
Agent that an Additional Redemption Event has occurred,
deliver a written notice to the Noteholders in accordance
with Condition 15 (which notice shall be irrevocable) (the
"Additional Early Redemption Event Notice") stating an
Additional Redemption Event has occurred and specifying a
date (the "Relevant Event Mandatory Early Redemption
Date") on which the Notes are to be redeemed by physical
delivery in accordance with Condition 6(i) (Physical
Delivery) of the applicable Asset Amount(s). In order to
obtain delivery of the Asset Amount(s), a Noteholder must
deliver a duly completed Asset Transfer Notice in
accordance with the provisions of Condition 6(i) (Physical
Delivery). Upon delivery by the Fiduciary of the Asset
Amounts, the Notes will be deemed to be redeemed and no
payments of interest or principal under the Notes will
thereafter be payable.
"Asset Amount" means, in respect of each Note, a pro rata
amount of the Bond Collateral with a nominal amount
(rounded down to the lowest applicable denomination of the
Bond Collateral) equal to the sum of (i) the outstanding
nominal amount of such Note and (ii) the sum of all unpaid
Interest Amounts which would have been payable in respect

8

WS1201.732100.6

of such Note if the Notes had not been redeemed early as a
result of an Additional Redemption Event.
"Aggregate Asset Amount" means an amount of Bond
Collateral, the nominal amount of which is equal to the
aggregate of the nominal amount of all the Asset Amounts
deliverable by the Fiduciary in respect of the Notes then
outstanding as a result of the occurrence of an Additional
Redemption Event.
"Additional Redemption Event" means the determination
by the Calculation Agent in its absolute discretion that any
of the following events have occurred:
(i) the Bond Collateral has been, or has become capable of
being, declared due and payable before it would otherwise
have been due and payable as a result of, or on the basis of,
the occurrence of any condition or event (howsoever
described and including, without limitation, a failure to pay
when due any principal or interest, repudiation or
moratorium);
(ii) an Illegality occurs;
(iii) the Asset Swap and/or the Loan Agreement is
terminated in circumstances where the Swap Counterparty is
a Defaulting Party, or the sole Affected Party.
12.
Change of Interest Basis or
Not applicable
Redemption/Payment
Basis:
13.
Put/Call Options:
Not Applicable
14.
US Regulatory Redemption:
Condition 7(c) is not applicable
15.
Status of the Notes:
Limited Recourse and Conditional as described in the Terms
and Conditions
16.
Method of distribution:
Non-syndicated
17.
Fixed Rate Note Provisions
Applicable

(i)
Rate(s) of Interest:

5.85 per cent. per annum

(ii)
(A) Interest Period End
28 October, from and including 28 October 2010 in each
Date(s) and Interest
year up to and including the Maturity Date.
Payment Date(s):

The first Interest Period shall commence from (and
including) the Interest Commencement Date to (but
excluding) the Interest Period End Date falling on 28
October 2010 (a short first coupon) and thereafter each
successive Interest Period shall begin on (and include) an
Interest Period End Date and end on (but exclude) the
immediately following Interest Period End Date. The final
Interest Period shall begin on (and include) the Interest
Period End Date falling on 28 October 2025 and end on (but

9

WS1201.732100.6

exclude) the Maturity Date

(iii)
Business Day Convention:
Following Business Day Convention, for payment purposes
only, but not for purposes of interest accrual

(iv)
Fixed Coupon Amount(s):
Not Applicable

(v)
Broken Amount(s):
Not Applicable

(vi)
Day Count Fraction:
30/360

(vii)
Determination Date(s):
Not Applicable

(viii) Other terms relating to the
Not Applicable
method of calculating
interest for Fixed Rate
Notes:
18.
Floating Rate Note Provisions
Not Applicable
19.
Index Linked Interest Note
Not Applicable
Provisions
20.
Dual Currency Note Provisions
Not Applicable
PROVISIONS RELATING TO FIDUCIARY ASSETS
21.
(i)
Fiduciary Assets:
At the Issue Date, the Fiduciary Assets shall comprise:
(1)
the rights of the Fiduciary under the Asset Swap
Agreement (as defined below);
(2)
the rights of the Fiduciary under the Loan
Agreement (as defined below); and
(3)
the credit balance of a non-interest bearing account
in the name of the Fiduciary with Deutsche Bank
Luxembourg S.A. with account number 100
9384116 00 (the "Deposit Account") to which the
issue proceeds of the Notes will be credited on the
Issue Date. Thereafter cash amounts received by the
Fiduciary under the Fiduciary Assets may be
credited to the Deposit Account from time to time,
and amounts may be debited from time to time in
order to enable the Fiduciary (i) to purchase the
Bond Collateral (as defined below) and (ii) to meet
its payment obligations under the Asset Swap and
the Loan.
See Annex 2 "Information Concerning the Deposit
Account".
On, or as soon as reasonably practicable following 27 May
2010, the Fiduciary shall use reasonable endeavours for a
period of no more than five (5) Business Days following 27
May 2010 (the last day of such period, the "Bond
Collateral Purchase Cut-off Date") to apply the available

10

WS1201.732100.6