Deutsche Bank Ag · XETR:DBK

Deutsche Bank — Merger or Acquisition (September 2008)

16 slides from Deutsche Bank's merger presentation, Sep 12, 2008

  1. Slide 1: Acquisition of a 29.75% stake in Postbank

    Acquisition of a 29 29.75% 75% stake in Postbank Stefan Krause Member of the Management Board 12 September 2008 8cld0248_Screenshow.ppt

  2. Slide 2: Summary: Strategically and financially attractive for shareholders

    Summary: Strategically and financially attractive for shareholders „ Rapid profit growth and cost-efficiency Financial „ Strong brands investment into Postbank „ Loyal customers and employees „ Immediate P&L contribution „ Two strong platforms Co-operation „ Revenue / client driven agreement with Po

  3. Slide 3: PBC and Postbank: A powerful basis for co-operation

    PBC and Postbank: A powerful basis for co-operation As of 31 December 2007 PBC Clients & distribution Clients (m) 14.5 13.8 Branches 855 1 650 1,650 Mobile sales force ~ 4,300 ~ 3,200 FTE (000) 21.5 23.1 Brands Financials (EUR bn) Revenues 4.3 5.8 IBIT* 1.0 1.1 Customer loans 90 89 Customer deposits

  4. Slide 4: Both partners already have strong positions in Germany

    Both partners already have strong positions in Germany Market share selected products (1) PBC (2) In % In % •Checking Ch ki accounts t •7 •Checking accounts •5 5 •Savings volume •8 •Savings accounts •4 •Home finance volume •9 •Home finance loans •5 •Consumer finance volume •2 •Consumer finance loans

  5. Slide 5: Postbank shows steady growth and efficiency gains

    Postbank shows steady growth and efficiency gains Income before income taxes In EUR bn cost / income ratio 1.0 0.9 76% 0.7 0.6 0.5 68% 67% 67% 70% 2003 2004 2005 2006 2007 ■ Biggest German ■ IPO ■ BHW acquisition ■ Acquisition of retail bank by 850 branches from clients (11.5 m) ■ Payments Deutsche

  6. Slide 6: Deutsche Bank PBC: A strong partner for Postbank in Germany

    Deutsche Bank PBC: A strong partner for Postbank in Germany Income before income taxes* •In EUR bn 1.0 1.0 1.0 1.1 0.5 2003 2004 2005 2006 2007 Acquisitions ns & •BancoPosta Partnership p Banking g Partnership Banking Co-operation initiatives s Heilberufe Market Relaunch 2004 2005 2006 2007 2008 C *

  7. Slide 7: Envisaged areas of co-operation between Postbank and PBC

    Envisaged areas of co-operation between Postbank and PBC Rationale: Postbank is a market leader in prime segment for standard mortgages Mortgages / home „ DSL may become preferred provider in this segment for PBC finance „ Postbank (BHW) and PBC will explore cross-sell opportunities for their respec

  8. Slide 8: Co-operation will reach a wide client base

    Co-operation will reach a wide client base Clients* in Germany as at end 2007, in million •Savings Banks •~ 50 Co-operative Banks •30 30 •14.5 •9.7 9 •6.5 •6.1 •5.5 •4.0 •3.3 * Source: company information, FAZ •Investor Relations 09/08 · 8 8cld0248_Screenshow.ppt

  9. Slide 9: Financial terms of transaction

    Financial terms of transaction Stake: 29.75% „ Acquisition against payment in cash Initial Price (per share): EUR 57.25 „ Stake accounted for at equity; includes full dividend investment Price (29.75%): EUR 2.79 bn right for 2008 Price basis (100%): EUR 99.3 3 bn „ Can be exercised after 12 months a

  10. Slide 10: Non-financial terms

    Non-financial terms „ Deutsche D t h P Postt will ill nott sellll any partt off itits remaining i i stake t k (20 (20.25% 25% + 1 share) h ) ffor 24 months th Lock-up, after closing right of first refusal „ Thereafter, Deutsche Bank has a right of first refusal on all disposals from Deutsche Post´s

  11. Slide 11: Time horizon of agreements and duration of options

    Time horizon of agreements and duration of options Closing first tranche (29.75%) Y Year 1 Y Year 2 Y Year 3 Y Year 4 Y Year 5 for EUR 57.25 / share Lock-upp obligation g regarding sale of remaining Postbank shares (Dt. Post) Putt option P ti (Dt. (Dt Post) P t) EUR 42 42.80 80 / stake: 20.25% + 1 s

  12. Slide 12: Target ownership structure as of closing

    Target ownership structure as of closing Free float < 30% 20.25% 50% + 1 share - 1 share •Investor Relations 09/08 · 12 8cld0248_Screenshow.ppt

  13. Slide 13: Pricing of the transaction in context

    Pricing of the transaction in context Postbank share price as of 11 September 2008 Share price (in EUR ) All time high @ EUR 72.00 x 52 high 52w hi h @ EUR 66.54 66 54 x Initial investment @ EUR 57.25 12m-VWAP((1)) @ EUR 54 54.22 22 Call option @ EUR 55.00 6m-VWAP @ EUR 52.62 Put option @ EUR 42.80

  14. Slide 14: Capital measures planned to maintain Deutsche Bank's strong capitalisation

    Capital measures planned to maintain Deutsche Bank’s Bank s strong capitalisation Key y elements Capital p requirement q and raising g „ Equity raising of up to EUR 2 bn In EUR bn 3.2 3.2 „ Ex-rights 2.8* 0.4 „ Capital measures designed to offset capital 2.0 1.8 to deduction and risk-weighted assets

  15. Slide 15: Summary: Strategically and financially attractive for shareholders

    Summary: Strategically and financially attractive for shareholders „ Rapid profit growth and cost-efficiency Financial „ Strong brands investment into Postbank „ Loyal customers and employees „ Immediate P&L contribution „ Two strong platforms Co-operation „ Revenue / client driven agreement with Po

  16. Slide 16: Cautionary statements

    Cautionary statements This presentation contains forward-looking statements. Forward-looking statements are statements that are not historical f t they facts; th i l d statements include t t t about b t our beliefs b li f and d expectations t ti and d the th assumptions ti underlying d l i th them.

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