Deutsche Postbank AG

2nd Supplement
Dated 8 February 2013
to the Debt Issuance Programme Prospectus
dated 14 May 2012
Deutsche Postbank AG
(incorporated as a stock corporation (Aktiengesellschaft) in the Federal Republic of Germany)
Euro 15,000,000,000
Debt Issuance Programme
for the issue of the Notes (including Pfandbriefe)
(the "Programme")
2nd Supplement dated 8 February 2013 to the Debt Issuance Programme Prospectus dated 14 May 2012
pursuant to Art. 16 (1) of directive 2003/71/EC and Art. 13 (1) of the Luxembourg act relating to
prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières) (the "Luxembourg
Prospectus Act") (the "Second Supplement").
This Second Supplement is supplemental to, and should be read in conjunction with the Debt Issuance
Programme Prospectus dated 14 May 2012 as amended by the 1st Supplement dated 16 August 2012 thereto
(the “First Supplement”) (together, the "Prospectus") relating to the EUR 15,000,000,000 Debt Issuance
Programme of Deutsche Postbank AG (the "Debt Issuance Programme"). Therefore, with respect to
future issues under the Debt Issuance Programme of Deutsche Postbank AG, references in the Final Terms
to the Prospectus are to be read as references to the Prospectus as supplemented by the First Supplement
and this Second Supplement.
The Issuer has requested the Commission de Surveillance du Secteur Financier of the Grand Duchy of
Luxembourg (the "CSSF") in its capacity as competent authority under the Luxembourg act relating to the
Luxembourg Prospectus Act to provide the competent authorities in the Federal Republic of Germany, the
United Kingdom, the Netherlands and the Republic of Austria with a certificate of approval attesting that
the Second Supplement has been drawn up in accordance with Luxembourg Prospectus Act (each a
"Notification"). The Issuer may request the CSSF to provide competent authorities in additional host
Member States within the European Economic Area with a Notification.
Capitalized terms used herein and not otherwise defined in this Second Supplement shall have the same
meaning as in the Prospectus.
The Prospectus (including this Second Supplement) and copies of all documents incorporated by reference
in the Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange
under www.bourse.lu and will be available free of charge at the specified office of the Issuer. The
Prospectus will also be published on the website of the Issuer under https://ir.postbank.com/dip-prospectus.
I.
GENERAL INFORMATION
1.
Right to withdraw
In accordance with article 13 (2) of the Luxembourg Prospectus Act, investors who have – prior to
the publication of this Second Supplement – already agreed to purchase or subscribe for Notes to be
issued under this Programme shall have the right, exercisable within two working days after the
publication of this Second Supplement (on 12 February 2013 at the latest), to withdraw their
acceptances provided that the Notes have not yet been delivered. A withdrawal, if any, of an order
must be communicated in writing to the Issuer at its registered office, specified in the Address List of
the Prospectus.
2.
Responsibility Statement
Deutsche Postbank AG, with its registered offices at Friedrich-Ebert-Allee 114-126, 53113 Bonn,
Germany, is solely responsible for the information given in this Second Supplement.
The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Second Supplement for which it is responsible, is, to the best of its
knowledge, in accordance with the facts and contains no omission likely to affect its import.
II.
AMENDMENTS TO PROSPECTUS
The Prospectus is supplemented as follows:
As per 31 December 2012 Mario Daberkow (IT/Operations), Horst Küpker (Financial Markets) and Dr.
Michael Meyer (Retail) resigned from their office as member of the Management Board of Deutsche
Postbank AG. As per 1 January 2013 Susanne Klöß (Product) and Ralph Müller (Chief Operating Officer)
have been appointed by the Supervisory Board of Deutsche Postbank AG as General Manager
(Generalbevollmächtigte) of Deutsche Postbank AG.
As per 1 January 2013 Deutsche Postbank AG has terminated its rating by the Standard & Poors’s rating
agency. In view of its integration with the Deutsche Bank Group, three ratings are no longer necessary for
Deutsche Postbank AG. For this reason, the bank has decided not to renew the Standard & Poors’s bank
rating agreement when it expires at the end of the year 2012.
Accordingly, the Prospectus is hereby amended as follows:
1. Amendments to the section "RISK FACTORS"
• The paragraph under the heading "Postbank Group is exposed to risks of a possible decline in its
ratings" on p. 39 of the Prospectus is hereby amended as follows:
"Fitch Ratings Ltd. ("Fitch") and Moody’s Investors Service ("Moody’s") have rated Postbank’s shortterm and long-term liabilities as well as its Pfandbriefe, securitizations and its financial strength.
Depending on its ratings, Postbank's access to the capital markets may be limited and refinancing on the
capital markets may be more expensive. Actual or anticipated downgrading of Postbank's ratings,
caused by a deterioration of its financial condition or results of operations or other factors, may trigger
an obligation to provide collateral for certain derivatives and secured refinancing transactions, and limit
Postbank's ability to compete in certain long-term derivatives transactions. Ratings have a direct effect
on the cost of borrowing and, accordingly, the market values of the securities issued under this
Programme."
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2. Amendments to the section "DESCRIPTION OF POSTBANK GROUP"
• The table on p. 174 and 175 of the Prospectus setting forth the members of the management board, their
main organizational responsibilities and their mandates outside Postbank Group is hereby amended as
follows:
"Frank Strauß (Chairman)
Responsibilities:
Group Management/Sales
Mandates:
Deutsche Bank Bauspar AG, Frankfurt am Main; Chairman of the Supervisory
Board
norisbank GmbH, Berlin; Chairman of the Supervisory Board
CORPUS SIREO Holding GmbH & Co. KG, Cologne; Member of the
Advisory Board
Marc Heß
Responsibilities:
Mandates:
Hans-Peter Schmid
Responsibilities:
Mandates:
Ralf Stemmer
Responsibilities:
Mandates:
Hans-Peter Storr
Responsibilities:
Mandates:
Finance / Chief Financial Officer
-
Branch Sales
Bayerische Börse AG, Munich; Chairman of the Supervisory Board
Talanx Deutschland Bancassurance GmbH, Hilden, Member of the Advisory
Board
Resources
PB Pensionsfonds AG, Hilden; Member of the Supervisory Board
Bundesanstalt für Post und Telekommunikation Deutsche Bundespost, Bonn;
Member of the Administrative Board
Chief Risk Officer
norisbank GmbH, Berlin; Member of the Supervisory Board"
• The tables on p. 175 to 177 of the Prospectus setting forth the supervisory board are hereby amended as
follows:
"The following table shows the supervisory board members, their profession and their mandates outside
Postbank Group elected by Postbank’s shareholders as of the date of this Prospectus:
Rainer Neske (Chairman)
Profession:
Member of the Management Board of Deutsche Bank AG, Bad Soden
Mandates:
Deutsche Bank Privat- und Geschäftskunden AG, Frankfurt am Main;
Chairman of the Supervisory Board
Wilfried Boysen
Profession:
Mandates:
Prof. Dr. Edgar Ernst
Profession:
Mandates:
businessman, Hamburg
ASKLEPIOS Kliniken Hamburg GmbH, Hamburg; Member of the
Supervisory Board
Hanse Marine-Versicherung AG, Hamburg; Chairman Member of the
Supervisory Board
President of the Financial Reporting Enforcement Panel, Bonn (Deutsche
Prüfstelle für Rechnungslegung e.V.)
Österreichische Post AG, Vienna (Austria); Member of the Supervisory Board
Gildemeister AG, Bielefeld; Member of the Supervisory Board
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TUI AG, Berlin and Hanover; Member of the Supervisory Board
Wincor Nixdorf AG, Paderborn; Member of the Supervisory Board
Stefanie Heberling
Profession:
Mandates:
Managing Director of Deutsche Bank Privat- und Geschäftskunden AG Lower Rhine Region, Wuppertal
-
Dr. Tessen von Heydebreck
Profession:
previously Member of the Management Board of Deutsche Bank AG and
current Chairman of the Board of Deutsche Bank Foundation, Berlin
Mandates:
Dussmann Verwaltungs AG, Frankfurt am Main; Member of the Supervisory
Board
Vattenfall Europe AG, Berlin; Member of the Supervisory Board
Dr. Peter Hoch
Profession:
Mandates:
Dr. Christian Ricken
Profession:
Mandates:
Lawrence A. Rosen
Profession:
Mandates:
Christian Sewing
Profession:
Mandates:
Werner Steinmüller
Profession:
Mandates:
private, Munich
-
bank employee, Deutsche Bank AG, Bad Homburg v.d.H.
HuaXia Bank Co., Ltd, Beijing (People’s Republic of China); Member of the
Board of Directors
norisbank GmbH, Berlin; Deputy Chairman of the Supervisory Board
Deutsche Bank PBC SA, Warsaw (Poland); Member of the Supervisory Board
Deutsche Privat- und Geschäftskunden AG, Frankfurt am Main; Member of the
Supervisory Board
Member of the Board of Management of Deutsche Post AG, Bonn
-
Chief Credit Officer of Deutsche Bank Group, Osnabrück
BHF-Bank Aktiengesellschaft, Frankfurt am Main; Member of the Supervisory
Board
Frankfurter Institut für Risikomanagement und Regulierung (FIRM), Frankfurt
am Main; Vice Chairman of the Executive Board
Member of the Group Executive Committee, Head of Global Transaction
Banking, Deutsche Bank AG, Dreieich
Deutsche Bank Luxembourg S.A., Luxembourg (Luxembourg); Member of the
Board of Directors
Deutsche Bank Nederland N.V., Amsterdam (The Netherlands); Chairman of
the Supervisory Board
True Sale International GmbH, Frankfurt am Main; Member of the Advisory
Board
The following table shows the supervisory board members who were elected by Postbank’s employees
as of the date of this Prospectus:
Frank Bsirske (Deputy Chairman)
Profession:
Chairman of the ver.di Trade Union, Berlin
Mandates:
Deutsche Lufthansa AG, Cologne; Deputy Chairman of the Supervisory Board
RWE AG, Essen; Deputy Chairman of the Supervisory Board
IBM Central Holding GmbH, Ehningen; Member of the Supervisory Board
Kreditanstalt für Wiederaufbau, Frankfurt am Main; Member of the Board of
Directors
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Rolf Bauermeister
Profession:
Mandates:
Susanne Bleidt
Profession:
Mandates:
Timo Heider
Profession:
Mandates:
Head of the National Postal Services Group at ver.di Trade Union (national
administration), Berlin
Deutsche Post AG, Bonn; Member of the Supervisory Board
Member of Postbank Filialvertrieb AG’s General Works Council, Bell
ErholungsWerk Post, Postbank, Telekom e.V., Stuttgart; Member of the
General Assembly of Members
Chairman of the General Works Council of BHW Bausparkasse AG and
Postbank Finanzberatung AG, Hamelin
Pensionskasse der BHW Bausparkasse, Hamelin; Deputy Chairman of the
Supervisory Board
Hans-Jürgen Kummetat
Profession:
civil servant, Cologne
Mandates:
Bernd Rose
Profession:
Mandates:
Eric Stadler
Profession:
Chairman of the General Works Council of Postbank Filialvertrieb AG /
Postbank Filial GmbH, Menden (Sauerland)
ver.di Vermögensverwaltungsgesellschaft mbH, Berlin; Deputy Chairman of
the Supervisory Board
Mandates:
Chairman of Betriebs-Center für Banken AG’s Works Council, Markt
Schwaben
-
Gerd Tausendfreund
Profession:
Mandates:
Trade Union Secretary of ver.di Trade Union, Nidderau
-
Renate Treis
Profession:
Mandates:
Wolfgang Zimny
Profession:
Mandates:
Deputy Chair of Deutsche Postbank AG’s General Works Council, Brühl
Erholungswerk Post, Postbank, Telekom e.V., Stuttgart; Member of the
General Assembly of Members
banking lawyer, Bornheim
-"
• The paragraph under the heading "Major Shareholders" on p. 178 of the Prospectus is hereby amended
as follows:
"Deutsche Bank is the controlling shareholder of Postbank. Deutsche Bank holds about 94 per cent of
the share capital of Postbank, partially through subsidiaries. 0.05 per cent are directly held by Deutsche
Bank and 54.3 per cent are held through the subsidiary DB Finanz-Holding GmbH. 39.7 per cent are
held through the subsidiary DB Equity S.à.r.l., Luxembourg, which is a subsidiary of DB Valoren
S.à.r.l., Luxembourg, about 6 per cent of the share capital of Postbank is free-float.
Deutsche Bank AG is a banking institution and a stock corporation incorporated under the laws of
Germany and has its registered office in Frankfurt am Main, Germany. Deutsche Bank AG is the parent
company of a group consisting of banks, capital market companies, fund management companies, a
property finance company, installment financing companies, research and consultancy companies and
other domestic and foreign companies. Deutsche Bank operates through four business divisions being
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Asset & Wealth Management, Corporate Banking & Securities, Global Transaction Banking and
Private & Business Clients and additionally has created a Non-Core Operations unit which primarily
enhances the process of shedding risk-weighted assets from non-core activities.
The business division Private & Business Clients offers retail clients as well as small and medium sized
business customers a variety of products, including accounts, loan and deposit services as well as
investment advice. The majority holding in Postbank is part of the business division Private & Business
Clients of Deutsche Bank.
Postbank has entered a domination and profit and loss transfer agreement pursuant to Sec. 291 of the
German Stock Corporation Act (Aktiengesetz) with DB Finanz-Holding GmbH (a wholly-owned
subsidiary of Deutsche Bank) as controlling company, and Postbank as controlled company. On 30
March 2012, the Board of Management and the Supervisory Board of Postbank adopted a resolution on
the conclusion of a control and profit and loss transfer agreement between Postbank as controlled
company and DB Finanz-Holding GmbH, Frankfurt am Main (a wholly-owned subsidiary of Deutsche
Bank AG), as controlling company. The agreement wasapproved by Postbank’s general shareholders’
meeting as of 5 June 2012 and was subsequently registered in the commercial register of Postbank. It
has been irrevocably validated through an order issued by the Higher Regional Court in Cologne on 11
September 2012.
According to such domination and profit and loss transfer agreement, DB Finanz-Holding GmbH is
entitled to manage and control Postbank, i.e., by issuing instructions relating to the management of
Postbank. DB Finanz-Holding GmbH is further entitled to impose measures even if such measures
might be detrimental to Postbank’s interests but beneficial to the interests of Deutsche Bank. Moreover,
Postbank is obliged to transfer its profit to DB Finanz-Holding GmbH and DB Finanz-Holding GmbH
is in return obliged to compensate Postbank for losses to the extent that such loss is not compensated by
withdrawing amounts from other profit reserves which were transferred to such reserves during the term
of the agreement.
For further details regarding the expected effects of Postbank’s integration into the Deutsche Bank
group please refer to Postbank’s Management Report of the Group Annual Report as of 31 December
2011 and its subsection “Expected development in the earnings situation at Postbank”, incorporated by
reference in this Prospectus (see section “Documents Incorporated by Reference”). "
• The paragraph under the heading "Issuer Credit Ratings" on p. 180 of the Prospectus is hereby amended
as follows:
"Issuer Credit Ratings
The credit ratings of Postbank as of the date of this Prospectus are as follows:
Fitch Ratings Ltd.
Moody’s Investors Service
A+ (stable)
A2 (stable)
"
• The paragraph under the heading "Programme Ratings" on p. 180 of the Prospectus is hereby amended
as follows:
"Programme Ratings
The ratings assigned by the rating agencies to the Programme are as follows:
Fitch Ratings Ltd.
Short-Term Rating
Long-Term Rating
F1+
A+
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Moody’s Investors Service
Senior Unsecured
Subordinated
Short-Term
A2
Baa3
P-1
"
• The paragraph under the heading "Registration under Regulation (EC) No 1060/2009 " on p. 181 of the
Prospectus are hereby amended as follows:
"Fitch Ratings Limited and Moody's Investors Service Ltd. are established in the European Union and,
according to the list of registered and certified credit rating agencies published on the website of the
European Securities and Markets Authority ("ESMA") (last updated 6 January 2012), are registered in
accordance with Regulation (EC) No 1060/2009 of the European Parliament and of the Council of
September 16, 2009 on credit rating agencies, as amended by Regulation (EU) No. 513/2011 of the
European Parliament and of the Council of May 11, 2011 (the "Rating Regulation"). The current
version of the list of credit rating agencies registered in accordance with the Rating Regulation may be
retrieved from the website of the ESMA at http://www.esma.europa.eu/page/List-registered-andcertified-CRAs. In accordance with Article 18 (3) of the Rating Regulation, such list is updated within 5
working days following the adoption of a decision by ESMA pursuant to Article 16, 17 or 20 of the
Rating Regulation."
TO THE EXTENT THAT THERE IS ANY INCONSISTENCY BETWEEN (A) ANY STATEMENT
IN THIS SUPPLEMENT AND (B) ANY STATEMENT IN OR INCORPORATED BY
REFERENCE IN THE PROSPECTUS, THE STATEMENTS IN (A) ABOVE SHALL PREVAIL.
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