Deutsche Bank AG
(incorporated under the laws of the Federal Republic of Germany)
acting through its London Branch
400,000,000 European Style (Cash Settled) Call Warrants
due 28 July 2008
relating to the ordinary H shares of par value RMB1.00 each
of Bank of China Limited
(Stock Code: 9478)
Exercise price: HK$4.20 per warrant
This document includes particulars given in compliance with the Rules Governing the Listing of
Securities on The issuer accepts full responsibility for the accuracy of the
information contained in the base listing document dated 27 April 2007, the disclosure addendum dated
21 November 2007 and this document and confirms, having made all reasonable enquiries, that to the
best of its knowledge and belief there are no other facts the omission of which would make any
statement in the base listing document, the disclosure addendum and/or this document misleading in
any material respect.
Investors are warned that the price of the warrants may fall in value as rapidly as it may rise
and holders may sustain a total loss of their investment. Prospective purchasers should
therefore ensure that they understand the nature of the warrants and carefully study the risk
factors set out in the base listing document and this document and, where necessary, seek
professional advice, before they invest in the warrants.
The warrants constitute general unsecured contractual obligations of the issuer and of no other
person. If you purchase the warrants you are relying upon the creditworthiness of the issuer and have
no rights under the warrants against the company which has issued the underlying shares.
28 December 2007
IMPORTANT
You should read this document together with our base listing document dated 27 April
2007 and our disclosure addendum to our base listing document dated 21 November 2007
before you invest in the warrants.
We cannot give you investment advice. You must decide for yourself whether the
warrants meets your investment needs, taking professional advice if appropriate.
During the period in which any structured products issued by us are listed on the stock
exchange, you can come to the office of European Asian Bank (Hong Kong) Nominees
Limited, which is presently at 55th Floor, Cheung Kong Center, 2 Queen’s Road Central,
Hong Kong to inspect the following documents:
(a) a copy of our base listing document together with any addenda or successor
document to our base listing document (both the English versions and the Chinese
translations);
(b) a copy of this supplemental listing document (both the English version and the
Chinese translation);
(c) a copy of our latest publicly available annual report and interim report (if any); and
(d) copies of the consent letters of our auditors referred to in our base listing document.
Our warrants are not available to U.S. persons (as defined in the U.S. Securities Act of
1933, as amended).
| TABLE OF CONTENTS | |
| Riskfactors | 3 |
| Summary of the issue | 4 |
| Terms and conditions of the warrants | 8 |
| Information relating to the company | 9 |
| Informationontheliquidityprovider | 10 |
| Furtherinformation | 12 |
| More information about our warrants | 13 |
| Supplemental information about us | 14 |
| −2− |
RISK FACTORS
You should consider the following summary of risks and the risk factors set out in our base
listing document, together with all other information in this document and in our base listing
document before making any investment decision. The following summary does not
necessarily set out all the risks related to the warrants and you should not rely on it without
reference to the conditions in our base listing document. If you have any concerns or doubts
about the warrants, you should obtain independent professional advice.
The price of the warrants may fall in
value as rapidly as it may rise and you
may sustain a total loss in your
investment.
If you purchase the warrants, you rely on
our creditworthiness and have no rights
under the warrants against any company
which issues the underlying shares.
If trading in the underlying shares is
suspended on the stock exchange,
trading in the warrants will be suspended
for a similar period.
There is a time lag between exercise and
payment of the warrants.
Events may occur which may affect the
value of the underlying share. If such
event does not require an adjustment to
the warrants, the price of the warrants
may be affected.
We or our liquidity provider may be the
only market participants for the warrants.
The secondary market may be limited.
The value of the warrants may not
correlate with the movements of the
underlying share price and may be
affected by other factors including the
time remaining to expiry.
Various potential and actual conflicts of
interest may arise from our overall
activities or activities of our subsidiaries
and affiliates.
In the ordinary course of our business,
we may effect transactions on our own
account or for the account of our
customers and hold positions in the
underlying shares.
You will not receive any definitive
certificates for any warrants you hold.
You will have to rely on CCASS and/or
your brokers to (a) determine your
beneficial interest in the warrants, (b)
receive announcements and/or
information relating to the warrants and
(c) receive payments (if any) from us.
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SUMMARY OF THE ISSUE
The following is only a summary of the terms of the warrants. You should read all of this
document together with our base listing document.
Warrants European style (cash settled) call warrants due 28 July
2008 relating to the shares of the company.
Company and its shares Ordinary H shares of par value RMB1.00 each of Bank of
China Limited. The warrants relate to 400,000,000 shares of
the company.
If a corporate event occurs in respect of the company, for
example, if there is a rights issue, bonus issue, sub-division
or consolidation of its shares, we may adjust the terms of
the warrants to take into account the consequences of such
events. Please refer to condition 6 for further details as to
what the adjustments will be in these circumstances.
Launch date 20 December 2007
Number 400,000,000 warrants
Issue price HK$0.42 per warrant
Board lot 1,000 warrants
Exercise amount One warrant
Cash settlement amount For each exercise amount you will receive a cash payment
in Hong Kong dollars calculated by us using the following
formula:
Entitlement x (Closing Price – Exercise Price) – Exercise Expenses
If the amount calculated using the above formula is equal to
zero or less, you will not receive any payment.
Entitlement One share
Closing price The arithmetic mean of the closing price of one share
(which is obtained from the daily quotation sheet of the
stock exchange (subject to any adjustments as provided in
condition 2)) for each valuation date.
−4−
Valuation dates Each of the five business days immediately before the
expiry date.
A day is a business day if the stock exchange is open for
dealings in Hong Kong and banks are open for business in
Hong Kong (excluding Saturday and Sunday).
If a market disruption event occurs on a valuation date, then
such valuation date will be postponed. Please refer to
condition 4B(d) for details on what will happen in such
circumstances and when we may have to make a good faith
estimate of the value of the shares.
Exercise price The exercise price is HK$4.20 for each exercise amount.
Expiry date 28 July 2008 or, if that day is not a business day, the
immediately succeeding business day.
Exercise at expiry Warrants are exercisable only on the expiry date in board
lots or integral multiples of the board lot.
If on the expiry date the cash settlement amount is greater
than zero, the warrants will be automatically exercised on
the expiry date. You do not need to deliver any exercise
notice.
If on the expiry date the cash settlement amount is less
than or equal to zero, you will lose the value of your
investment.
Payment of cash settlement
amount
If the warrants are automatically exercised on the expiry
date, we will pay you the cash settlement amount.
You must pay your own exercise expenses on exercise
of the warrants on the expiry date. Payment of the
exercise expenses is reflected in the calculation of the cash
settlement amount.
We will send the cash settlement amount no later than three
business days following the expiry date. Please note that
we will make all payments through Central Clearing and
Settlement System (CCASS). You may have to rely on your
broker/custodian to ensure the cash settlement amount is
credited to your account with them. Once we make the
payment to HKSCC Nominees Limited, who operates
CCASS, you will have no further right against us for that
payment, even if CCASS or your broker/custodian does not
transfer your share of payment to you, or is late in making
that transfer.
−5−
Exercise and trading
currency
Hong Kong dollars.
Listing We have applied to the stock exchange for the listing of and
the dealings in the warrants. The stock exchange has
approved this in principle. We will not issue the warrants if
we do not obtain the approval from the stock exchange for
such listing. We expect that dealings in the warrants on the
stock exchange will commence on or about 31 December
2007.
We do not intend to apply for a listing of the warrants on any
other stock exchange other than the stock exchange.
Admission into CCASS We have made all necessary arrangements to enable the
warrants to be admitted to CCASS. The General Rules of
CCASS and CCASS Operational Procedures will apply to all
activities in CCASS. If you are a CCASS individual investor
participant, you may hold your warrants in your account with
CCASS. If you do not have a CCASS account, your broker
(as a CCASS participant) will arrange to hold the warrants
for you in an account at CCASS.
Form The warrants are represented by a global certificate
registered in the name of HKSCC Nominees Limited. You
are not entitled to definitive certificates. If we need to send
you any notices, we will do so through CCASS. You may
have to rely on your broker/custodian to ensure the notices
reach you.
Please refer to the records of CCASS or your
brokers/custodian and the statements you receive from
CCASS or your brokers/custodians to determine your
beneficial interest in the warrants.
Transfers of warrants You can transfer your warrants only in board lots or integral
multiples of the board lot in CCASS. If you transfer your
warrants through the stock exchange, settlement must
currently be made not later than two trading days after the
dealing was entered into.
Status of the warrants upon
our liquidation
The warrants will constitute our general, unsecured,
contractual obligations and of no other person and will rank
equally among themselves and (save for certain obligations
required to be preferred by law) equally with all our other
unsecured obligations.
Governing law Hong Kong law.
Maintenance of register European Asian Bank (Hong Kong) Nominees Limited will
maintain the register for the warrants.
−6−
Liquidity provider Deutsche Securities Asia Limited
(Broker ID Number: 9547)
Address: 55th Floor, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Telephone: (852) 2203 6116
−7−
TERMS AND CONDITIONS OF THE WARRANTS
The conditions applicable to the warrants are set out in the section “Terms and Conditions
of the Call Warrants (Cash Settled)” (the conditions) of our base listing document. For the
purposes of the conditions, the terms below shall have the following meanings:
Board Lot: 1,000 Warrants
Company: Bank of China Limited
Entitlement: One Share
Exercise Amount: One Warrant
Exercise Price: HK$4.20
Issue Date: 28 December 2007
Maturity Date: 28 July 2008
Shares: Ordinary H shares of par value RMB1.00 each of the
Company
Warrants: 400,000,000 European Style (Cash Settled) Call Warrants
due 28 July 2008 relating to the Shares
−8−
INFORMATION RELATING TO THE COMPANY
Where can you obtain information on the company?
If you want to find out more about the company, such as its published accounts, you can do
the following:
talk to your financial advisers
view the website of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk)
view the website of the company (www.boc.cn). The company may not always maintain
a website and may change or add a new website or websites, or may amend, or remove
any information posted on such websites. You should conduct your own web searches to
ensure that you are viewing the most up-to-date version of the company’s website. We
accept no responsibility for that information, including whether that information is
accurate, complete or up-to-date.
−9−
INFORMATION ON THE LIQUIDITY PROVIDER
Will there be a market for the warrants?
The stock exchange requires us to provide
liquidity in the warrants to ensure that there
will always be a market price available for the
purchase and sale of the warrants (other than
in the circumstances described below). We
have appointed Deutsche Securities Asia
Limited (Broker ID Number: 9547) as the
liquidity provider for the warrants.
What is a liquidity provider?
The liquidity provider is one of our affiliates.
The liquidity provider is a stock exchange
participant and is therefore subject to
prudential and conduct regulation by the stock
exchange and the Securities and Futures
Commission. The liquidity provider has
agreed to act as our agent in providing
liquidity in the warrants. If the liquidity
provider takes any actions or makes any
determinations, it does so on our behalf. If the
liquidity provider is unable to perform its
functions, we will appoint a substitute liquidity
provider for the warrants.
How will the liquidity provider provide
liquidity?
The liquidity provider will use its reasonable
endeavours to make a market in the warrants
by responding to requests for bid and offer
prices. You can request for a price by calling
(852) 2203 6116. The liquidity provider will
respond to your request within 15 minutes of
your request.
All quotes will be displayed on the designated
stock page for the warrants. Under normal
market conditions, the liquidity provider will
provide quotes with a maximum of a 25 tick
spread (where ‘spread’ is as prescribed under
the rules of the stock exchange) between bid
and offer prices, for a minimum of ten board
lots of the warrants. The liquidity provider will
provide you with prices for the warrants in the
secondary market during the life of the
warrants. Such prices will be available on
each business day on which the warrants are
traded on the stock exchange from five
minutes after the market opens until the
market closes on any such business day.
How does the liquidity provider calculate
the prices?
Any price provided by the liquidity provider
will be based on a pricing model which takes
into account such factors as the liquidity
provider deems appropriate, including,
without limitation, the volatility and price of
the shares, the time left to the expiry of the
warrants, the exercise price of the warrants,
the dividend yield of the shares and the
prevailing interest rate climate.
Are there circumstances that the liquidity
provider cannot provide liquidity?
There will be circumstances under which the
liquidity provider may not be able to, and will
not be obliged to, provide liquidity. Such
circumstances include:
(i) when the warrants are suspended from
trading for any reason including, but
without limitation, as a result of the
shares being suspended from trading;
(ii) when there are no warrants available for
market making activities by the liquidity
provider, and for the avoidance of doubt,
in determining whether warrants are
available for market making activities,
warrants held by us or any of our
affiliates on behalf of others shall not be
treated as being available for market
making activities;
(iii) during the period of five business days
immediately prior to the expiry date of
the warrants;
(iv) operational and technical problems or
other events beyond the control of the
liquidity provider (such as a natural or
man-made disaster or an act of
terrorism) affecting the ability of the
liquidity provider to provide liquidity or
−10−
operational and technical problems or
other events beyond the control of the
stock exchange affecting the proper
functioning of the stock exchange;
(v) if the stock market experiences
exceptional price movement and
volatility, i.e. during fast markets;
(vi) the occurrence of market disruption
events, including, without limitation, any
suspension of or limitation imposed on
trading (caused by movements in price
exceeding limits permitted by the
relevant exchange or otherwise) in the
shares or any warrants, options
contracts or futures contracts relating to
the shares;
(vii) when the ability of the liquidity provider
to source a hedge or unwind an existing
hedge, as determined by the liquidity
provider in its discretion acting in good
faith, is materially affected by prevailing
market conditions (in which case either
only a bid price or only an offer price of
the warrants shall be made but not both);
and
(viii) when the theoretical value of each
warrant (as determined by the liquidity
provider based on the pricing model) is
less than HK$0.01, then the liquidity
provider will not be obliged to provide a
bid price for the warrants.
−11−
FURTHER INFORMATION
Are we regulated by any bodies under the
listing rules?
Other than being regulated by the
Hong Kong Monetary Authority as
a licensed bank and, for the purpose of
investment business in the U.K., by the
Financial Services Authority, we are not
regulated by any of the bodies referred to in
rule 15A.13(2) or (3) of the listing rules.
We are regulated by the Bundesanstalt
fr Finanzdienstleistungsaufsicht (Federal
Financial Supervisory Authority).
Have we been rated by any credit rating
agency?
As at the date of this document, our senior
long term debt was rated Aa1 by Moody’s
Investors Service, Inc., AA by Standard and
Poor’s Ratings Group and AA- by Fitch IBCA
Ltd.
Are we involved in any litigation?
Except as set out in this document, our base
listing document and our disclosure
addendum, there are no legal or arbitration
proceedings (including any such proceedings
which are pending or threatened of which we
are aware) which may have, or have had in
the previous 12 months, a significant effect on
our group.
Has there been any material adverse
change?
Except as set out in this document, our base
listing document and our disclosure
addendum, there has been no material
adverse change in our group’s financial
position or prospects, or significant change in
our group’s financial or trading position, since
31 December 2006.
Who makes determinations and
calculations?
We will make any necessary determinations
or calculations in respect of the warrants.
Are there any experts/auditors involved?
Our auditors, KPMG Deutsche
Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft, have given
and have not withdrawn their written consent
to the inclusion of their report dated 9 March
2007, in our base listing document and/or the
references to their name, in our base listing
document, in the form and context in which
they are included. The report was not
prepared exclusively for incorporation in our
base listing document. Our auditors do not
have any shareholding in our company or in
any member of our group, nor do they have
the right (whether legally enforceable or not)
to subscribe for or to nominate persons to
subscribe for securities in any member of our
group.
Do the stock exchange and the Securities
and Futures Commission charge any fees?
The stock exchange charges a trading fee of
0.005 per cent. and the Securities and
Futures Commission charges a transaction
levy at a current rate of 0.004 per cent. in
respect of each transaction effected on the
stock exchange payable by each of the seller
and the buyer and calculated on the value of
the consideration for the relevant securities.
The levy for the investor compensation fund is
currently suspended.
Is stamp duty payable?
There is no stamp duty payable in Hong Kong
on the transfer of the warrants.
Has there been any updated information
about us since the date of our base listing
document?
There is no supplemental information about
us except as set out in the section
“Supplemental information about us”. The
information in our base listing document and
our disclosure addendum is up-to-date and is
true and accurate as at the date of this
document, except as modified and
supplemented in this document.
−12−
MORE INFORMATION ABOUT OUR WARRANTS
What happens if a market disruption event
occurs on a valuation date?
Generally, if we decide that a market
disruption event has occurred on a valuation
date, then that valuation date will be
postponed until the next business day on
which there is no market disruption. However,
if the postponed valuation date falls on the
expiry date (or after), then the business day
before the expiry date will be the valuation
date even if there may be market disruption
on that day. In this case, we will make a good
faith estimate of the value of the shares on
that valuation date. Please refer to condition
2(c) for a list of events constituting a market
disruption event and condition 4(B)(d) for
details.
Who should buy the warrants? Are they
suitable for everyone?
The warrants are not suitable for everyone.
You should make sure you fully understand
the terms of the warrants, how the warrants
work and the associated risks. The risk factor
sections in our base listing document and in
this document highlight some of the
associated risks and you should study them
carefully. You should also consider your
financial position and investment objectives
before deciding to invest in the warrants. Most
importantly, you should consult your financial
advisers, accounting and tax professionals
where necessary.
Where can you find more information
about us and the warrants?
Our warrants are issued under our Hong Kong
listed structured products programme. The
programme is described in our base listing
document dated 27 April 2007 and our
disclosure addendum dated 21 November
2007. Please read our base listing document
and our disclosure addendum together with
this document carefully before you decide
whether to buy our warrants. These
documents contain important information,
including information about:
our business and financial condition;
the risks of buying our warrants;
Hong Kong taxation issues in relation to
our warrants; and
the legally binding terms and conditions
of the warrants.
We have not authorised anyone to give you
any information about our warrants other than
the information in our base listing document,
our disclosure addendum and this document.
These documents are also available in a
Chinese translation if you prefer. You should
not rely on any other information and we will
not be responsible for any losses arising from
such other information.
−13−
SUPPLEMENTAL INFORMATION ABOUT US
Litigation
IPO Allocation Litigation
Deutsche Bank Securities Inc. (“DBSI”), the Bank’s U.S. broker-dealer subsidiary, and its
predecessor firms, along with numerous other securities firms, have been named as
defendants in over 80 putative class action lawsuits pending in the United States District Court
for the Southern District of New York. These lawsuits allege violations of securities and
antitrust laws in connection with the allocation of shares in a large number of initial public
offerings (“IPOs”) by issuers, officers and directors of issuers, and underwriters of those
securities. DBSI is named in these suits as an underwriter. The securities cases allege material
misstatements and omissions in registration statements and prospectuses for the IPOs and
market manipulation with respect to aftermarket trading in the IPO securities. Among the
allegations are that the underwriters tied the receipt of allocations of IPO shares to required
aftermarket purchases by customers and to the payment of undisclosed compensation to the
underwriters in the form of commissions on securities trades, and that the underwriters caused
misleading analyst reports to be issued. The antitrust claims allege an illegal conspiracy to
affect the stock price based on similar allegations that the underwriters required aftermarket
purchases and undisclosed commissions in exchange for allocation of IPO stocks. In the
securities cases, the motions to dismiss the complaints of DBSI and others were denied on
February 13, 2003. Plaintiffs’ motion to certify six “test” cases as class actions in the securities
cases was granted on October 13, 2004. On December 5, 2006 the U.S. Court of Appeals for
the Second Circuit vacated the decision and held that the six cases could not be certified as
class actions. In the putative antitrust class action, the defendants’ motion to dismiss the
complaint was granted on November 3, 2003. On September 28, 2005, the U.S. Court of
Appeals for the Second Circuit vacated the dismissal. On June 18, 2007, the U.S. Supreme
Court reversed the Second Circuit ruling.
Tax-Related Products
Deutsche Bank AG, along with certain affiliates, and current and former employees
(collectively referred to as “Deutsche Bank”), have collectively been named as defendants in
a number of legal proceedings brought by customers in various tax-oriented transactions.
Deutsche Bank provided financial products and services to these customers, who were
advised by various accounting, legal and financial advisory professionals. The customers
claimed tax benefits as a result of these transactions, and the United States Internal Revenue
Service has rejected those claims. In these legal proceedings, the customers allege that the
professional advisors, together with Deutsche Bank, improperly misled the customers into
believing that the claimed tax benefits would be upheld by the Internal Revenue Service. The
legal proceedings are pending in numerous state and federal courts and in arbitration, and
claims against Deutsche Bank are alleged under both U.S. state and federal law. Many of the
claims against Deutsche Bank are asserted by individual customers, while others are asserted
on behalf of a putative customer class. No litigation class has been certified as against
Deutsche Bank. Approximately 54 legal proceedings have been resolved and dismissed with
prejudice as against Deutsche Bank. Approximately 31 other legal proceedings remain
pending as against Deutsche Bank and are currently at various pre-trial stages, including
discovery.
−14−
The United States Department of Justice (“DOJ”) is also conducting a criminal
investigation of tax-oriented transactions that were executed from approximately 1997 through
2001. In connection with that investigation, DOJ has sought various documents and other
information from Deutsche Bank and has been investigating the actions of various individuals
and entities, including Deutsche Bank, in such transactions. In the latter half of 2005, DOJ
brought criminal charges against numerous individuals based on their participation in certain
tax-oriented transactions while employed by entities other than Deutsche Bank. In the latter
half of 2005, DOJ also entered into a Deferred Prosecution Agreement with an accounting firm
(the “Accounting Firm”), pursuant to which DOJ agreed to defer prosecution of a criminal
charge against the Accounting Firm based on its participation in certain tax-oriented
transactions provided that the Accounting Firm satisfied the terms of the Deferred Prosecution
Agreement. On February 14, 2006, DOJ announced that it had entered into a Deferred
Prosecution Agreement with a financial institution (the “Financial Institution”), pursuant to
which DOJ agreed to defer prosecution of a criminal charge against the Financial Institution
based on its role in providing financial products and services in connection with certain
tax-oriented transactions provided that the Financial Institution satisfied the terms of the
Deferred Prosecution Agreement. Deutsche Bank provided similar financial products and
services in certain tax-oriented transactions that are the same or similar to the tax oriented
transactions that are the subject of the above-referenced criminal charges. Deutsche Bank
also provided financial products and services in additional tax-oriented transactions as well.
DOJ’s criminal investigation is ongoing.
Kirch Litigation
In May 2002, Dr. Leo Kirch personally and as an assignee initiated legal action against Dr.
Breuer and Deutsche Bank AG alleging that a statement made by Dr. Breuer (then the
Spokesman of Deutsche Bank AG’s Management Board) in an interview with Bloomberg
television on February 4, 2002, regarding the Kirch Group was in breach of laws and financially
damaging to Kirch. On January 24, 2006, the German Federal Supreme Court sustained the
action for the declaratory judgment only in respect of the claims assigned by the
PrintBeteiligungs GmbH. Such action and judgment did not require a proof of any loss caused
by the statement made in the interview. PrintBeteiligungs GmbH is the only company of the
Kirch Group which was a borrower of Deutsche Bank AG. Claims by Kirch personally and by
the group holding company, TaurusHolding GmbH & Co. KG, were dismissed. To be awarded
a judgment for damages against Deutsche Bank AG, Dr. Kirch had to file a new lawsuit. In May
2007, Dr. Kirch filed an action as assignee of PrintBeteiligungs GmbH against Deutsche Bank
AG and Dr. Breuer for the payment of approximately C 1.6 billion. In the new proceedings he
will have to prove that such statement caused financial damages to PrintBeteiligungs GmbH
and the amount thereof. The causality in respect of the basis and scope of the claimed
damages has not been sufficiently substantiated in the complaint.
On December 31, 2005, the KGL Pool GmbH filed a lawsuit against Deutsche Bank AG
and Dr. Breuer. The lawsuit is based on alleged claims assigned from various subsidiaries of
the former Kirch Group. KGL Pool GmbH seeks a declaratory judgment to the effect that
Deutsche Bank AG and Dr. Breuer are jointly and severally liable for damages as a result of
the interview statement and the behaviour of Deutsche Bank AG in respect of several
subsidiaries of the Kirch Group. In January 2007, Deutsche Bank AG received a letter claiming
damages in the amount of C 2 billion plus interest. In this letter the causality in respect of the
basis and scope of the claimed damages was not substantiated.
−15−
Philipp Holzmann AG
Philipp Holzmann AG (“Holzmann”) was a major German construction firm which filed for
insolvency in March 2002. Deutsche Bank had been a major creditor bank and holder of an
equity interest of Holzmann for many decades, and, from April 1997 until April 2000, a former
member of Deutsche Bank AG’s Management Board was the Chairman of its Supervisory
Board. When Holzmann had become insolvent at the end of 1999, a consortium of banks led
by Deutsche Bank participated in late 1999 in a restructuring of Holzmann that included the
banks’ extension of a credit facility, participation in a capital increase and exchange of debt
into convertible bonds. The restructuring package amounted to about C 1.6 billion, of which
Deutsche Bank’s participation was C 547 million. In March 2002, Holzmann and several of its
subsidiaries, including in particular imbau Industrielles Bauen GmbH (“imbau”), filed for
insolvency. As a result of this insolvencies, the administrators for Holzmann and for imbau and
a group of bondholders have informed Deutsche Bank that they are asserting claims against
it because of its role as lender to the Holzmann group prior to and after the restructuring and
as leader of the consortium of banks which supported the restructuring. The alleged claims
include claims that amounts repaid to the banks constituted voidable preferences that should
be returned to the insolvent entities and claims of lender liability resulting from the banks’
support for an allegedly infeasible restructuring. Although Deutsche Bank is in ongoing
discussions, several parties filed lawsuits against it.
The administrator for imbau filed a lawsuit against Deutsche Bank in August 2004 alleging
that payments (including interest) of C 77 million received by Deutsche Bank in respect of a
loan made to imbau until 1998 and in connection with a real estate transaction that was part
of the restructuring of Holzmann constitute voidable preferences that should be returned to the
insolvent entity. Several bondholders filed a lawsuit against Deutsche Bank in December 2005
seeking damages of C 53 million because of its allegedly unlawful support of Holzmann’s
1999/2000 restructuring. The lawsuit which Gebema N.V. filed in March 2000, seeking
compensation for alleged damages of C 187 million against Deutsche Bank on grounds of
alleged deficiencies in the offering documents based on which Gebema N.V. had invested in
equity and convertible bonds of Holzmann in 1998, was resolved amicably in October 2007.
Parmalat Litigation
Following the bankruptcy of the Italian company Parmalat, the Special Administrator of
Parmalat, Mr. Enrico Bondi, is suing Deutsche Bank AG for damages totaling C 2.2 billion for
facilitating the insolvency offense of delaying the filing of a petition in insolvency allegedly
committed by Parmalat’s former management and supervisory board. There are two separate
complaints and they allege that by managing and/or underwriting the issuance of Parmalat
bonds in 2003 and entering into certain derivative transactions, Deutsche Bank AG assisted
Parmalat by providing liquidity in order to enable Parmalat to meet its short term
liabilities/obligations. It is alleged that Deutsche Bank AG knowingly helped Parmalat to
continue its business for several months until December 2003, despite being aware of the true
financial situation of the company. Parmalat reserves the right to increase the amount of
damages sought. The damages currently requested are, it is claimed, equal to the loss
creditors of Parmalat incurred in the second half of 2003.
Also in connection with the Parmalat insolvency, Mr. Bondi has already brought two
claw-back actions for a total of C 177 million against Deutsche Bank SpA.
In addition, following the Parmalat insolvency, the prosecutors in Milan conducted a
criminal investigation which led to criminal indictments on charges of alleged market
manipulation against various banks, including Deutsche Bank AG and Deutsche Bank SpA,
and some of their employees. Trial before the Court of Milan (Second Criminal Section) has
been scheduled to commence in January 2008.
−16−
Head Office of the Issuer
Deutsche Bank AG
Theodor-Heuss-Allee 70
60486 Frankfurt am Main
Germany
Office of the Issuer
Deutsche Bank AG London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Registrar and Transfer Office
European Asian Bank (Hong Kong) Nominees Limited
55th Floor, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Liquidity Provider
Deutsche Securities Asia Limited
55th Floor, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Auditors
KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
Marie-Curie Strasse 30
D-60439 Frankfurt am Main
Germany
