Capital Measures

Important information

Voluntary public takeover offer of Deutsche Bank Aktiengesellschaft to the shareholders of Deutsche Postbank AG

You have entered the website which contains documents and information in connection with the voluntary public takeover offer to the shareholders of Deutsche Postbank AG.

Shareholders of Deutsche Postbank AG are kindly requested to confirm that they have read the following legal information in order to proceed to the website regarding the voluntary public takeover offer.

Important Legal Information

On the following pages you will find the voluntary public takeover offer (the "Takeover Offer" or also the "Offer") by Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Germany, (the "Offeror"), to the shareholders of Deutsche Postbank AG, Bonn, Germany, (the "Postbank Shareholders") to acquire their shares in Deutsche Postbank AG. The Offer is made pursuant to the terms and conditions set out in the offer document relating to the Offer dated October 7, 2010 (the "Offer Document") and is being implemented exclusively in accordance with the laws of the Federal Republic of Germany, in particular the German Securities Acquisition and Takeover Act (WpÜG) and the Regulation on the Content of the Offer Document, the Consideration to be granted in Takeover Offers and Mandatory Takeover Offers and the Exemption from the Obligation to Publish and Launch an Offer (WpÜG-AV) (the applicable German laws hereinafter collectively referred to as "German Takeover Law"), and certain applicable U.S. securities laws, including Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the "Applicable U.S. Securities Law").

This Offer is not made pursuant to any laws other than the German Takeover Law and the Applicable U.S. Securities Law. Consequently, no notifications, registrations, approvals, permissions or authorisations for the Offer Document and/or the Takeover Offer outside of the Federal Republic of Germany have been applied for, arranged for, issued or granted. Postbank Shareholders therefore cannot rely on the application of any non-German rules aiming at protecting investors. Each agreement with the Offeror which comes into existence upon the acceptance of the Takeover Offer is exclusively subject to the laws of the Federal Republic of Germany and is exclusively to be construed in accordance with such laws. Postbank Shareholders located in the United States of America should pay attention to the fact that this Offer is subject to disclosure and procedural requirements under the laws of the Federal Republic of Germany, inter alia, relating to rescission rights, the offer period, the settlement or the timing of payments, which may differ from those of the United States of America.

The Offer Document is available on the Offeror's website in German at www.deutsche-bank.de and as a non-binding English courtesy translation, which has not been reviewed or approved by the German Federal Financial Supervisory Authority (BaFin), at www.db.com. In addition, copies of the Offer Document and the English courtesy translation are available, free of charge, at Deutsche Bank AG, Junghofstraße 5-9, D 60311 Frankfurt am Main, Federal Republic of Germany (orders can be submitted by fax, to +49-(0)69-38396 or by e mail, to dct.tender-offers@db.com). In the event of any inconsistency between the German Offer Document and the English translation, the provisions of the Offer Document in the German language shall prevail.

The publication, dispatch, distribution or dissemination of the Offer Document or any other documents related to the Takeover Offer outside of the Federal Republic of Germany and the United States of America may generally result in the applicability of the laws of jurisdictions other than those of the Federal Republic of Germany and the United States of America. The publication, dispatch, distribution or dissemination of the Offer Document in such other jurisdictions may be subject to legal restrictions.

Hence, the Offer Document as well as any other documents related to the Takeover Offer may not be published, dispatched to, distributed or disseminated in jurisdictions other than the Federal Republic of Germany and the United States of America. The Offeror has not authorised any third person to publish, dispatch, distribute or disseminate this Offer Document or any other documents related to the Takeover Offer outside of the Federal Republic of Germany and the United States of America. Neither the Offeror nor the persons acting in concert with the Offeror within the meaning of Section 2 (5) WpÜG are obligated to procure, or bear any liability for, the publication, dispatch, distribution or dissemination of this Offer Document outside of the Federal Republic of Germany and the United States of America being in conformity with the applicable laws of the relevant jurisdictions.

Accepting the Offer outside of the Federal Republic of Germany and the United States of America may be subject to further restrictions or additional requirements. It is recommended that Postbank Shareholders receiving the Offer Document outside of the Federal Republic of Germany and the United States of America and/or wishing to accept the Takeover Offer outside of the Federal Republic of Germany and the United States of America who are subject to the capital market regulations of a jurisdiction other than those of the Federal Republic of Germany or the United States of America, familiarize themselves with the relevant applicable legal provisions and the restrictions and requirements resulting therefrom, and comply with them.

The Offeror does not assume any responsibility that the acceptance of the Offer outside of the Federal Republic of Germany and the United States of America is permissible under the legal provisions applicable in each particular case. Any liability of the Offeror and the persons acting in concert with the Offeror within the meaning of Section 2 (5) WpÜG in the case of non-compliance with non-German legal provisions by third persons is explicitly excluded.

If the offer document or any announcements or information on this website contain forward-looking statements, such statements do not represent facts and are characterised by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Offeror and the persons acting in concert with the Offeror within the meaning of section 2 para. 5 WpÜG, for example with regard to the potential consequences of the Takeover Offer for Deutsche Postbank AG, for those Postbank Shareholders who choose not to accept the Takeover Offer or for expected financial impact of the Offer on the Offeror. Such forward-looking statements are based on current plans, estimates and forecasts which the Offeror and the persons acting in concert with the Offeror within the meaning of section 2 para. 5 WpÜG have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to assess and usually cannot be influenced by the Offeror or the persons acting in concert with the Offeror within the meaning of section 2 para. 5 WpÜG. Actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

The Offeror will only update the Offer Document as required by the laws of the Federal Republic of Germany. Such amendments to or modifications of the Offer Document, if any, will be published by the Offeror in each case in the Internet at www.deutsche-bank.de and, in the form of a non-binding English translation, at www.db.com and in the German Electronic Federal Gazette (elektronischer Bundesanzeiger).

 

Tender Offer Postbank 2010

Documents

March 22, 2012 Decision BaFin under sec. 37 1 WpÜG
(document only available in German language)
PDF
February 28, 2012 IR Release: Deutsche Bank increases Postbank stake to 93.7% PDF
January 10, 2012 IR Release: Deutsche Bank and Postbank start negotiations on a domination and profit and loss transfer agreement PDF

January 5, 2011 5th Announcement under sec. 23 2 WpÜG PDF
December 14, 2010 IR-Release: Deutsche Bank receives U.S. antitrust approval for Postbank takeover PDF
Dezember 10, 2010 4th Announcement under sec. 23 2 WpÜG PDF
December 7, 2010 Announcement by Deutsche Postbank AG under sec. 26 1 WpHG PDF
December 3, 2010 3rd Announcement under sec. 23 2 WpÜG PDF
November 30, 2010 2nd Announcement under sec. 23 2 WpÜG PDF
November 29, 2010 1st Announcement under sec. 23 2 WpÜG PDF
November 29, 2010 Announcement under sec. 23 1 s. 1 no. 3 WpÜG PDF
November 26, 2010 IR Release: Deutsche Bank will consolidate Deutsche Postbank following successful conclusion of takeover offer PDF
November 10, 2010 Announcement under sec. 23 1 s. 1 no. 2 WpÜG PDF
November 5, 2010 Announcement regarding the fulfillment of the offer conditions PDF

November 4, 2010 8th Announcement under sec. 23 1 s. 1 no. 1 WpÜG PDF
November 3, 2010 7th Announcement under sec. 23 1 s. 1 no. 1 WpÜG PDF
November 2, 2010 6th Announcement under sec. 23 1 s. 1 no. 1 WpÜG PDF
November 1, 2010 5th Announcement under sec. 23 1 s. 1 no. 1 WpÜG PDF
October 29, 2010 4th Announcement under sec. 23 1 s. 1 no. 1 WpÜG PDF
October 28, 2010 3rd Announcement under sec. 23 1 s. 1 no. 1 WpÜG PDF
October 21, 2010 2nd Announcement under sec. 23 1 s. 1 no. 1 WpÜG PDF
October 14, 2010 1st Announcement under sec. 23 1 s. 1 no. 1 WpÜG PDF

October 7, 2010 IR Release: Deutsche Bank publishes offer document for the Postbank takeover offer PDF
October 7, 2010 Voluntary public takeover offer PDF

September 21, 2010 IR Release: Determination of Three-Month-Average-Price of Postbank-Share by BaFin PDF
September 21, 2010 Amendment to notice persuant to Section 10 of the German Takeover Code PDF
September 12, 2010 Notice persuant to Section 10 of the German Takeover Code PDF
September 12, 2010 Ad-hoc Release: Deutsche Bank Approves Takeover Offer for Postbank PDF
September 12, 2010 IR Release: Deutsche Bank Approves Takeover Offer for Postbank PDF
September 13/ 22, 2010 Investor Presentation PDF
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