Frankfurt am Main, July 13, 2005

Deutsche Bank AG: Secondary placement of shares of Grammer AG


By way of a structured transaction, Deutsche Bank Aktiengesellschaft acquired today all of the shares of Grammer Holding GmbH and SV Holding GmbH from the shareholders Willibald Grammer GmbH & Co. KG, Grammer Beteiligungs GmbH & Co. KG and funds advised by Permira. Deutsche Bank Aktiengesellschaft will shortly offer the 8,710,414 shares in Grammer AG held by the aforementioned holding companies exclusively to institutional investors in Germany and other European countries. The offering will be conducted by way of an accelerated bookbuilding, and Deutsche Bank Aktiengesellschaft will act as sole bookrunner. The placement volume reflects around 83% of the outstanding shares of the Grammer AG.

In connection with the placement of the up to 8,710,414 shares of Grammer AG, Deutsche Bank will be acting as stabilisation manager and may undertake measures aimed at supporting the exchange or market price of the shares of Grammer AG in order to offset short-term downward price movements (stabilisation measures).  Such stabilisation measures may be taken as of the date on which the final price for the placement of shares of Grammer AG is publicly announced and must end no later than on the 30th calendar day following such date.

Following the end of the stabilisation period it will be announced, pursuant to Art. 9 para. 3 of Regulation (EC) No. 2273/2003 of the Commission for the Implementation of Directive 2003/6/EC of the European Parliament and the Council, in the Frankfurter Allgemeine Zeitung and on the Internet under the address "www.grammer.com" whether or not any stabilisation measure was initiated, on which dates the first and the last stabilisation measure were initiated as well as the price range within which stabilisation measures were carried out (for each date on which a stabilisation measure was carried out).
 
As a result of such stabilisation measures, the market price of the shares of Grammer AG may be higher than it would otherwise prevail in the market.  Stabilisation may also result in a market price at a level that is not permanently sustainable. There is, however, no obligation to engage in any stabilisation; to the extent stabilisation is undertaken, it may be discontinued at any time without prior notice. In no event will any measures be undertaken in order to stabilise the exchange or market price of the shares of Grammer AG at a level exceeding the placement price.
 
In view of possible stabilisation measures, and in addition to the up to 8,710,414 shares of Grammer AG being offered, additional shares totalling up to 5% of the number of Grammer AG's shares originally placed may be allotted to investors in the course of the allotment of shares (also known as over-allotment). The shares of Grammer AG required to implement the over-allotment will be temporarily made available to the stabilisation manager, Deutsche Bank AG, by way of a share loan, if applicable.
 
To the extent Deutsche Bank AG, as the stabilisation manager, has not acquired shares of Grammer AG in the market, Deutsche Bank AG will acquire shares of the Company in the market to satisfy a delivery obligation incurred under a possible share loan. Such purchases could also cause, in the short term, the stock exchange and market price of the shares of the Company to be higher than it would otherwise be without such purchase.

 

Important Notice
 
These materials are not an offer for the sale of securities in the United States, Germany or any other jurisdiction.  The Shares may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.  Neither Grammer AG nor any selling shareholder intends to register any portion of the offering in the United States or to conduct a public offering of Shares of Grammer AG in the United States.
 
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the "Order") (all such persons together being referred to as "relevant persons"). The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. In no event should persons other than relevant persons act or rely on this communication or any of its contents. Stabilization/Regulation (EC) 2273/2003, German law and FSA.

 




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