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i FINAL TERMS Deutsche Bank AG London Up to EUR 50,000,000 Notes relating to Basket of Shares Issued under its Programme Issue Price: 102 per cent of the Nominal Amount (EUR 1,020) per Security WKN/ISIN: DB9KYN / XS0322743153 The issuer (the “ Issuer) of the securities described in these Final Terms is Deutsche Bank AG, Frankfurt am Main, incorporated under the laws of Germany, acting through its London branch (“ Deutsche Bank AG London). Deutsche Bank AG London is registered as a foreign company in England and Wales. Under its X-markets Programme (the “ Programme), the Issuer is authorised to and may issue securities relating to shares and/or indices and/or other securities and/or fund shares and/or commodities and/or foreign exchange rates and/or other assets. The Issuer has determined to issue up to EUR 50,000,000 notes (the “ Securities) relating to the Basket of Shares specified above and upon the final terms and conditions set out in the “Product Conditions”section of this document and the general terms and conditions set out in this document (the “ General Conditions, which together with the Product Conditions shall be referred to as the “ Conditions). This Programme shall be used for Securities for which the Issuer has elected the Netherlands as its home Member State as defined in Directive 2003/71/EC Chapter 1, Article 2(1)(m). As such, notes (including reverse convertible notes) issued under this Programme shall have a minimum denomination of EUR 1,000 or near equivalent in foreign currency at the time of their issue. References to the term “ Underlying”shall be construed as references to the Basket of Shares specified above. The Issuer has a right of substitution and a right to change the office through which it is acting, subject as provided in General Condition 8. Application has been made to list the Securities on the Official List of the Luxembourg Stock Exchange and to trade them on the Euro MTF, which is not a regulated market for the purposes of Directive 2003/71/EC. Prospective purchasers of the Securities should ensure that they understand fully the nature of the Securities, as well as the extent of their exposure to risks associated with an investment in the Securities and should consider the suitability of an investment in the Securities in the light of their own particular financial, fiscal and other circumstances. Prospective purchasers of the Securities should refer to the “Risk Factors” section of this document. The Securities will represent unsubordinated, unsecured contractual obligations of the Issuer which will rank pari passu in all respects with each other. The Securities have not been and will not be and are not required to be registered under the United States Securities Act of 1933, as amended. The Securities may not be offered or sold except to persons located outside the United States. For a description of certain restrictions on the sale and transfer of the Securities, please refer to the General Information section of this document. The Base Prospectus has been approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) and is dated 10 November 2006 and provides information with respect to various types of financial instruments which are capable of issue under the Programme. This document constitutes Final Terms, in relation to the Securities only, of the Base Prospectus and is dated 1 October 2007. Deutsche Bank

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Page 1: FINAL TERMS Deutsche Bank AG LondonThe Base Prospectus has been approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) and is dated 10 November

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FINAL TERMS

Deutsche Bank AG LondonUp to EUR 50,000,000 Notes relating to Basket of Shares

Issued under its Programme

Issue Price: 102 per cent of the Nominal Amount (EUR 1,020) per Security

WKN/ISIN: DB9KYN / XS0322743153

The issuer (the “Issuer”) of the securities described in these Final Terms is Deutsche Bank AG,Frankfurt am Main, incorporated under the laws of Germany, acting through its London branch(“Deutsche Bank AG London”). Deutsche Bank AG London is registered as a foreign company inEngland and Wales.

Under its X-markets Programme (the “Programme”), the Issuer is authorised to and may issuesecurities relating to shares and/or indices and/or other securities and/or fund shares and/orcommodities and/or foreign exchange rates and/or other assets. The Issuer has determined toissue up to EUR 50,000,000 notes (the “Securities”) relating to the Basket of Shares specifiedabove and upon the final terms and conditions set out in the “Product Conditions” section of thisdocument and the general terms and conditions set out in this document (the “GeneralConditions”, which together with the Product Conditions shall be referred to as the “Conditions”).This Programme shall be used for Securities for which the Issuer has elected the Netherlands as itshome Member State as defined in Directive 2003/71/EC Chapter 1, Article 2(1)(m). As such, notes(including reverse convertible notes) issued under this Programme shall have a minimumdenomination of EUR 1,000 or near equivalent in foreign currency at the time of their issue.References to the term “Underlying” shall be construed as references to the Basket of Sharesspecified above.

The Issuer has a right of substitution and a right to change the office through which it is acting,subject as provided in General Condition 8.

Application has been made to list the Securities on the Official List of the Luxembourg StockExchange and to trade them on the Euro MTF, which is not a regulated market for the purposes ofDirective 2003/71/EC.

Prospective purchasers of the Securities should ensure that they understand fully the natureof the Securities, as well as the extent of their exposure to risks associated with aninvestment in the Securities and should consider the suitability of an investment in theSecurities in the light of their own particular financial, fiscal and other circumstances.Prospective purchasers of the Securities should refer to the “Risk Factors” section of thisdocument. The Securities will represent unsubordinated, unsecured contractual obligationsof the Issuer which will rank pari passu in all respects with each other.

The Securities have not been and will not be and are not required to be registered under the UnitedStates Securities Act of 1933, as amended. The Securities may not be offered or sold except topersons located outside the United States. For a description of certain restrictions on the sale andtransfer of the Securities, please refer to the General Information section of this document.

The Base Prospectus has been approved by the Netherlands Authority for the FinancialMarkets (Autoriteit Financiële Markten) and is dated 10 November 2006 and providesinformation with respect to various types of financial instruments which are capable of issueunder the Programme. This document constitutes Final Terms, in relation to the Securitiesonly, of the Base Prospectus and is dated 1 October 2007.

Deutsche Bank

Page 2: FINAL TERMS Deutsche Bank AG LondonThe Base Prospectus has been approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) and is dated 10 November

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TABLE OF CONTENTS

SUMMARY ........................................................................................................................... 1SUMMARY OF RISK FACTORS................................................................................................................2SUMMARY OF ECONOMIC DESCRIPTION ............................................................................................4SUMMARY OF FINAL TERMS OF THE OFFER.......................................................................................5SUMMARY OF ISSUER DESCRIPTION....................................................................................................7

RISK FACTORS................................................................................................................... 9A. PRODUCT SPECIFIC RISK FACTORS ...............................................................................................10B. GENERAL RISK FACTORS RELATING TO THE SECURITIES ........................................................11C. MARKET FACTORS ............................................................................................................................12CONFLICTS OF INTEREST .....................................................................................................................15

ECONOMIC DESCRIPTION............................................................................................... 17TERMS OF THE OFFER .................................................................................................... 20GENERAL INFORMATION ................................................................................................ 21

General Taxation Information .....................................................................................................................22General Selling and Transfer Restrictions....................................................................................................24Publication of Final Terms..........................................................................................................................26

PRODUCT CONDITIONS................................................................................................... 27GENERAL CONDITIONS ................................................................................................... 40INFORMATION RELATING TO THE UNDERLYING ......................................................... 45COUNTRY SPECIFIC INFORMATION............................................................................... 46PARTY LIST....................................................................................................................... 49

Page 3: FINAL TERMS Deutsche Bank AG LondonThe Base Prospectus has been approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) and is dated 10 November

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SUMMARY

The information set out below is a summary only and should be read in conjunction with therest of the Final Terms. This summary is intended to convey the essential characteristics andrisks associated with the Issuer, and in relation to the Securities and does not purport to becomplete. It is taken from, and is qualified in its entirety by, the remainder of these FinalTerms. Accordingly, this summary should be read as an introduction to the Final Terms, andany decision to invest in the Securities should be based on consideration of the Final Termsas a whole by the investor.

Prospective investors should be aware that where a claim relating to the information con-tained in these Final Terms is brought before a court, the investor making the claim might,under the national legislation of the respective EU member state, have to bear the costs oftranslating the Final Terms before the legal proceedings are initiated.

Civil liability attaches to the Issuer who has tabled the summary including the translationthereof and applied for its notification, but only if the summary is misleading, inaccurate orinconsistent when read together with the other parts of the Final Terms.

This Summary contains:

Summary of Risk Factors

Summary of Economic Description

Summary of Final Terms of the Offer

Summary of Issuer Description

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SUMMARY OF RISK FACTORS

Risk Factors

Issuer Risk Factors

Prospective investors should consider all information provided in the Base Prospectus andconsult with their own professional advisers if they consider it necessary. The following de-scribes risk factors relating to the issuer’s ability to meet its obligations under the securities.

Ratings

Ratings assigned to the issuer by certain independent rating agencies are an indicator of theissuer’s ability to meet its obligations in a timely manner. The lower the assigned rating is onthe respective scale the higher the respective rating agency assesses the risk that obliga-tions will not be met at all or not be met in a timely manner. As of the publication date of thissummary, the following ratings were assigned to Deutsche Bank:

Rating Agency Long-term Short-term

Standard & Poor’s (S&P) AA A-1+

Moody’s Aa1 P-1

Fitch AA- F1+

Rating agencies may change their ratings at short notice. A rating’s change may affect theprice of securities outstanding.

Rating of Subordinated Obligations

If Deutsche Bank enters into subordinated obligations these obligations may be rated lower.Deutsche Bank will disclose such ratings of subordinated obligations (if any).

Risks relating to the SecuritiesAn investment in the Securities involves risks. These risks may include, among others, eq-uity market, bond market, foreign exchange, interest rate, market volatility and economic,political and regulatory risks and any combination of these and other risks. Prospective pur-chasers should be experienced with respect to transactions in instruments such as the Secu-rities and in the underlying asset or other basis of reference for the Securities (the “Underly-ing”). Prospective purchasers should understand the risks associated with an investment inthe Securities and should only reach an investment decision after careful consideration, withtheir legal, tax, accounting and other advisers, of (i) the suitability of an investment in theSecurities in the light of their own particular financial, tax and other circumstances; (ii) theinformation set out in this document and (iii) the Underlying.

An investment in the Securities should only be made after assessing the direction, timingand magnitude of potential future changes in the value of the Underlying, and/or the in thecomposition or method of calculation of the Underlying, as the return of any such investmentwill be dependent, inter alia, upon such changes. More than one risk factor may have simul-taneous effect with regard to the Securities such that the effect of a particular risk factor may

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not be predictable. In addition, more than one risk factor may have a compounding effectwhich may not be predictable. No assurance can be given as to the effect that any combina-tion of risk factors may have on the value of the Securities.

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SUMMARY OF ECONOMIC DESCRIPTION

The Securities enable holders to participate, at a rate expressed by the specified participa-tion factor, in any rise in the value or average value of the Underlying on the specified finalvaluation date(s) compared to its value or average value at or around issuance of the Securi-ties. In the case of a decline of the value or average value of the Underlying on the specifiedfinal valuation date(s) compared to its value or average value at or around issuance of theSecurities, investors who have bought the Securities at their issue date will receive a re-demption amount equal to or greater than the invested capital back. Investors who havebought the Securities at their issue date will at least make a profit equal to the difference be-tween the minimum redemption amount and the invested capital. Therefore, investors thatbuy the Securities at their issue date and hold them for the entire term achieve a positivereturn on their initial investment when the final value or average value of the Underlying onthe specified final valuation date(s) is greater than its value or average value at or aroundissuance of the Securities.

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SUMMARY OF FINAL TERMS OF THE OFFER

This section is a brief overview of the Product Conditions and “Information Relating to theUnderlying” as set out subsequently. It is not a complete description of the Securities andshould be read in conjunction with, and is subject to, the Product Conditions, the GeneralConditions and all other sections of this document.

Issuer: Deutsche Bank AG, Frankfurt am Main, acting through itsLondon branch (Deutsche Bank AG London)

Issue Amount: Up to EUR 50,000,000

The actual amount of Securities issued will correspond to thesum of all valid subscriptions or orders received by the Issuer.

Issue Price: 102% of the Nominal Amount

Nominal Amount: EUR 1,000 per Security

Underlying: A basket consisting of the following stocks:

NamePercentage

Weight RICSevern Trent 1/15 SVT.LBrit Am Tobacco 1/15 BATS.LKPN 1/15 KPN.ASENI 1/15 ENI.MIDeutsche Telekom 1/15 DTEGn.DEUPM-Kymmene Oyj 1/15 UPM1V.HEDeutsche Post 1/15 DPWGn.DENext 1/15 NXT.LRWE AG 1/15 RWEG.DEImperial Tobacco 1/15 IMT.LVivendi 1/15 VIV.PAHennes & Mauritz 1/15 HMb.STDiageo 1/15 DGE.LBP 1/15 BP.LVolvo AB 1/15 VOLVb.ST

Issue Date: 8 November 2007

Primary Market EndDate:

2 November 2007

Basket ConstituentLevel:

Official closing price of the Basket Constituent

Reference Level: An Amount determined by the Calculation Agent as follows:

∑=n

i

ti,ti,t BCW×PLevelReference

where:n = number of Basket Constituents in the BasketP i , t = the Basket Constituent Level i on day tBCW i , t = Basket Constituent Weight i on day t;

Initial Reference 8 November 2007

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Valuation Date(s):

Initial Reference Level: the Reference Level on the Initial Reference Valuation Date

Valuation Date(s): 8th calendar day of each month from and including 8September 2011 up to and including 8 November 2012

Final Reference Level: the arithmetic average of the Reference Levels on all theValuation Dates

Participation Factor: 120 %

Redemption CashAmount:

an amount determined by the Calculation Agent as follows:

LevelReferenceInitial

Level)ReferenceInitial-LevelReference(Final×ionParticipat×AmountNominal+AmountNominal

subject to a minimum of the Nominal Amount

Maturity Date: 13 November 2012

Settlement: Cash Settlement

Settlement Currency: Euro (“EUR”)

Listing and Trading: Application has been made to list the Securities on the OfficialList of the Luxembourg Stock Exchange and to trade them onthe Euro MTF, which is not a regulated market for the purposesof the Investment Services Directive (Directive 2003/71/EC).

Calculation Agent: The Issuer shall act as the Calculation Agent

Principal Agent: Deutsche Bank AG London

ISIN: XS0322743153

WKN: DB9KYN

Common Code: 032274315

The Offering Period: Applications to subscribe for the Securities may be made from1 October 2007 until the Primary Market End Date

Cancellation of theIssuance of theSecurities:

The Issuer reserves the right for any reason to cancel theissuance of the Securities

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SUMMARY OF ISSUER DESCRIPTION

History and Development of the BankDeutsche Bank Aktiengesellschaft originated from the reunification of Norddeutsche BankAktiengesellschaft, Hamburg, Rheinisch-Westfälische Bank Aktiengesellschaft, Düsseldorfand Süddeutsche Bank Aktiengesellschaft, Munich; pursuant to the Law on the RegionalScope of Credit Institutions, these had been disincorporated in 1952 from Deutsche Bankwhich was founded in 1870. The merger and the name were entered in the CommercialRegister of the District Court Frankfurt am Main on 2 May 1957. Deutsche Bank is a bankinginstitution and a stock corporation incorporated under the laws of Germany under registra-tion number HRB 30 000. The Bank has its registered office in Frankfurt am Main, Germany.It maintains its head office at Taunusanlage 12, 60325 Frankfurt am Main (telephone: +49-69-910-00) and branch offices in Germany and abroad including in London, New York, Syd-ney, Tokyo and an Asia-Pacific Head Office in Singapore which serve as hubs for its opera-tions in the respective regions.

Deutsche Bank is the parent company of a group consisting of banks, capital market com-panies, fund management companies, a property finance company, instalment financingcompanies, research and consultancy companies and other domestic and foreign compa-nies (the "Deutsche Bank Group").

The objects of Deutsche Bank, as laid down in its Articles of Association, include the trans-action of all kinds of banking business, the provision of financial and other services and thepromotion of international economic relations. The Bank may realise these objectives itselfor through subsidiaries and affiliated companies. To the extent permitted by law, the Bank isentitled to transact all business and to take all steps which appear likely to promote the ob-jectives of the Bank, in particular: to acquire and dispose of real estate, to establishbranches at home and abroad, to acquire, administer and dispose of participations in otherenterprises, and to conclude enterprise agreements.

Deutsche Bank operates through three group divisions, each of which is not established as aseparate company but is rather operated across Deutsche Bank Group::

Corporate and Investment Bank (CIB) comprises the following Corporate Divisions:

Corporate Banking & Securities (CB&S) comprises the following Business Divi-sions:

Global Markets comprises all sales, trading and research in bonds, com-modities, equities, equitylinked products, exchange-traded and OTC deriva-tives, foreign exchange, money market instruments, asset- and mortgage-backed securities and hybrid products. Global Markets also covers debt andequity origination, jointly with Corporate Finance.

Corporate Finance comprises M&A advisory, Asset Finance & Leasing(AFL), Commercial Real Estate (CRE), Debt Capital Markets (DCM), EquityCapital Markets (ECM) and corporate lending businesses. Both ECM andDCM are run in collaboration with Global Markets.

Global Transaction Banking (GTB) comprises Cash Management, includingClearing; Trust & Securities Services, including Domestic Custody Services;and Trade Finance, which includes syndicated lending and structured trade fi-nancing products.

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Private Clients and Asset Management (PCAM) comprises the following Corporate Divi-sions:

Private & Business Clients (PBC) serves private individuals and business clientswith investment management and traditional banking services, including loans, de-posits, payments and business banking.

Asset and Wealth Management (AWM) comprises the following Business Divisions:

Asset Management serves retail clients with a full range of mutual fundproducts and institutional clients globally with a fully-integrated offering, fromtraditional asset management products through to high-value products includ-ing absolute return strategies and real estate asset management.

Private Wealth Management caters to wealthy individuals and familiesthroughout the world.

Corporate Investments (CI) encompasses industrial and other holdings, certain real estateassets used by the Bank, private equity investments and venture capital holdings.

The Issuer is authorised to the exercise of the banking activity pursuant to the applicableGerman Law and it is subject to controls and prudential supervision of the Federal FinancialAuthority (the Bundesanstalt für Finanzdienstleistungaufsicht).The Issuer's shareholders meeting held on 1 June 2006 appointed KPMG Deutsche Treu-hand-GesellschaftAktiengesellschaft Wirtschaftsprüfungsegellschaft (KPMG) to audit theannual accounts for 2006.

Selected Financial Information

As of 30 June 2007, Deutsche Bank’s issued share capital amounted toEuro 1,350,748,843.52 consisting of 527,636,267 ordinary shares without par value. Theshares are fully paid up and in registered form. The shares are listed for trading and officialquotation on all the German Stock Exchanges. They are also listed on the New York StockExchange.

The consolidated financial statements for fiscal years starting 1 January 2007 are preparedin compliance with International Financial Reporting Standards (IFRS). As of 30 June 2007,Deutsche Bank Group had total assets of EUR 1,938,185 million, total liabilities ofEUR 1,901,181 million and total equity of EUR 37,004 million on the basis of IFRS (un-audited).

Deutsche Bank’s long-term senior debt has been assigned a rating of AA (outlook positive)by Standard & Poor's, Aa1 (outlook stable) by Moody's Investors Services and AA- (outlookpositive) by Fitch Ratings.

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RISK FACTORS

Page 12: FINAL TERMS Deutsche Bank AG LondonThe Base Prospectus has been approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) and is dated 10 November

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A. PRODUCT SPECIFIC RISK FACTORS

The discussion below is intended to describe various risk factors associated with an invest-ment in the Capital Protected Notes (the "Securities"). No investment should be made inthe Securities until after careful consideration of all those factors which are relevant in rela-tion to the Securities. The Issuer believes that the factors described below represent theprincipal risks inherent in investing in the Securities, but the Issuer does not represent thatthe statements below regarding risks of holding the Securities are exhaustive. Prospectiveinvestors should also read the detailed information set out elsewhere in this document andreach their own views prior to making any investment decision.

Prospective investors should also consider carefully the description of the Underlying (as de-fined below) in the sections “Product Conditions” and “Information relating to the Underlying”and the further information which is available in relation to the Underlying (which may includeadditional risk factors which are not known at the time of the Base Prospectus).IntroductionAn investment in the Securities involves risks. These risks may include, among others, eq-uity market, bond market, foreign exchange, interest rate, market volatility and economic, po-litical and regulatory risks and any combination of these and other risks. Some of these arebriefly discussed below. Prospective purchasers should be experienced with respect totransactions in instruments such as the Securities and in the underlying asset or other basisof reference for the Securities (the "Underlying"). Prospective purchasers should under-stand the risks associated with an investment in the Securities and should only reach an in-vestment decision after careful consideration, with their legal, tax, accounting and other ad-visers, of (i) the suitability of an investment in the Securities in the light of their own particularfinancial, tax and other circumstances, (ii) the information set out in this document and (iii)the Underlying.

The Securities may decline in value and investors should note that, whatever their invest-ment in the Securities, the redemption amount due at maturity may only be the specifiedminimum redemption amount.

An investment in the Securities should only be made after assessing the direction, timing andmagnitude of potential future changes in the value of the Underlying and/or in the composi-tion or method of calculation of the Underlying, as the case may be, as the return of any suchinvestment will be dependent, inter alia, upon such changes. More than one risk factor mayhave simultaneous effect with regard to the Securities such that the effect of a particular riskfactor may not be predictable. In addition, more than one risk factor may have a compound-ing effect which may not be predictable. No assurance can be given as to the effect that anycombination of risk factors may have on the value of the Securities.

Further Risk Factors are set out under the headings (B) General Risk Factors relating to theSecurities and (C) Market Factors. In addition prospective investors should also review thesection headed "Conflicts of Interest"

1. Rights under the Securities

The Securities represent the right to receive payments of a redemption amount at maturity.The redemption amount payable at maturity of the Securities will be the sum of the specifiednominal amount and an amount reflecting a participation in the performance of an underlyingbasket of assets (the “Underlying”). The participation in the performance is calculated asthe product of the nominal amount, a specified participation factor and the quotient of thevalue or average value of the Underlying on the specified final valuation date(s), and of the

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Underlying on the specified initial valuation date(s). However, the redemption amount will inno event be less than the specified minimum redemption amount

Any amounts payable in respect of the Securities are subject to the deduction of certaintaxes, duties and/or expenses.

Prospective investors should note that the return (if any) on their investment in theSecurities will depend on the value or average value of the Underlying on the specifiedfinal valuation day(s). If such value is less than the value of the Underlying at or aboutthe time of issuance of the Securities, investors that have bought the Securities attheir issue date and hold them for their entire term will receive a limited return or noreturn on their investment.

B. GENERAL RISK FACTORS RELATING TO THE SECURITIES

1. No payments until settlement

Prospective investors should note that no periodic interest payments or other distributionswill be made during the term of the Securities. A realisation in the secondary market of theSecurities may be the only return potentially available to the investor prior to settlement ofthe Securities. However, investors should note the risk factors described under the headings"Market value" and "The Securities may be Illiquid" below in this regard.

1. Early termination for extraordinary reasons, illegality and force majeure

If the Issuer determines that, for reasons beyond its control, the performance of its obliga-tions under the Securities has become illegal or impractical in whole or in part for any reason,or the Issuer determines that, for reasons beyond its control, it is no longer legal or practicalfor it to maintain its hedging arrangements with respect to the Securities for any reason, theIssuer may at its discretion and without obligation terminate early the Securities. If the Issuerterminates early the Securities, the Issuer will, if and to the extent permitted by applicablelaw, pay the holder of each such Security an amount determined by the calculation agent tobe its fair market value notwithstanding the illegality or impracticality less the cost to the Is-suer of unwinding any underlying related hedging arrangements.

2. Market disruption events, adjustments and early termination of the Securities

If so indicated in the Conditions, the Calculation agent may determine that a market disrup-tion event has occurred or exists at a relevant time. Any such determination may delay valua-tion in respect of the Underlying which may have an effect on the value of the Securitiesand/or may delay settlement in respect of the Securities.

In addition, if so indicated in the Conditions, the calculation agent may make adjustments tothe Conditions to account for relevant adjustments or events in relation to the Underlying in-cluding, but not limited to, determining a successor to the Underlying or its issuer or its spon-sor, as the case may be. In addition, in certain circumstances, the Issuer may terminateearly the Securities following any such event. In this case, in relation to each Security, theIssuer will pay an amount, if any, determined as provided in the Conditions.

Prospective purchasers should review the Conditions to ascertain whether and how suchprovisions apply to the Securities and what constitutes a market disruption event or relevantadjustment event.

3. Taxation

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Potential purchasers and sellers of the Securities should be aware that they may be requiredto pay stamp taxes or other documentary charges in accordance with the laws and practicesof the country where the Securities are transferred. Securityholders are subject to the provi-sions of General Condition 6 and payment and/or delivery of any amount due in respect ofthe Securities will be conditional upon the payment of certain taxes, duties and/or expensesas provided in the Product Conditions.

Potential purchasers who are in any doubt as to their tax position should consult their ownindependent tax advisers. In addition, potential purchasers should be aware that tax regula-tions and their application by the relevant taxation authorities change from time to time. Ac-cordingly, it is not possible to predict the precise tax treatment which will apply at any giventime.

4. Re-offer Price

The Issuer may enter into distribution agreements with various financial institutions and otherintermediaries as determined by the Issuer (collectively the “Selling Agents”). The SellingAgents will agree, subject to the satisfaction of certain conditions, to subscribe for the Securi-ties at a price equivalent to or below the Issue Price. The Selling Agents have agreed tobear certain costs in connection with the issue of the Securities. A periodic fee may be pay-able to the Selling Agents in respect of all outstanding Securities up to and including the Ex-piry Date at a rate as determined by the Issuer. Such rate may vary from time to time. TheSelling Agents will agree to comply with the selling restrictions set out in the Prospectus asamended and supplemented by the additional selling restrictions set out in the relevant dis-tribution agreements and final terms of the prospectus.

The Issuer has the right to close the offering of the Securities prior to the end of the subscrip-tion period in case of adverse market conditions, as determined by the Issuer in its reason-able discretion, including but not limited to increased equity market volatility and increasedcurrency exchange rate volatility.

C. MARKET FACTORS

1. Market Factors

1.1 Valuation of the Underlying

An investment in the Securities involves risk regarding the value of the Underlying. Thevalue of the Underlying may vary over time and may increase or decrease by reference to avariety of factors which may include corporate actions, macroeconomic factors and specula-tion.

1.2 The historical performance of the Underlying is not an indication of future perform-ance

The historical value (if any) of the Underlying does not indicate the future performance of theUnderlying. Changes in the value of the Underlying will affect the trading price of the Securi-ties, but it is impossible to predict whether the value of the Underlying will rise or fall.

1.3 The basis of calculating the level of the Underlying may change over time

The basis of calculating the level of the Underlying may from time to time be subject tochange (as described in Information relating to the Underlying) which may affect the marketvalue of the Securities at any time and therefore the cash amount payable on settlement.

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1.4 Exchange rate risk

Prospective investors should be aware that an investment in the Securities may involve ex-change rate risks. For example, the settlement currency of the Securities may be differentfrom the currency of an investor's home jurisdiction or the currency in which an investorwishes to receive funds.

Exchange rates between currencies are determined by factors of supply and demand in theinternational currency markets which are influenced by macroeconomic factors, speculationand central bank and government intervention or other political factors (including the imposi-tion of currency controls and restrictions). Fluctuations in exchange rates may affect thevalue of the Securities and any amounts payable in respect of the Securities.

1.6 Interest rate risk

An investment in the Securities may involve interest rate risk where there are fluctuations inthe interest rate payable on deposits in the settlement currency of the Securities. This mayinfluence the market value of the Securities.

Interest rates are determined by factors of supply and demand in the international moneymarkets which are influenced by macroeconomic factors, speculation and central bank andgovernment intervention or other political factors. Fluctuations in short term and/or long terminterest rates may affect the value of the Securities.

2. Market value

The market value of the Securities during their term depends primarily on the value and thevolatility of the Underlying. The level of market volatility is not purely a measurement of theactual volatility, but is largely determined by the prices for instruments which offer investorsprotection against such market volatility. The prices of these instruments are determined byforces of supply and demand in the options and derivative markets generally. These forcesare, themselves, affected by factors such as actual market volatility, expected volatility, mac-roeconomic factors and speculation. If the value of the Underlying falls and/or there is amarket perception that the value of the Underlying is likely to fall during the remaining life ofthe Securities, all other factors being equal, the market value of the Securities will undernormal conditions also fall, subject to any minimum redemption amount. If the value of theUnderlying rises and/or there is a market perception that the value of the Underlying is likelyto rise during the remaining life of the Securities, all other factors being equal, the marketvalue of the Securities will under normal conditions also rise, subject to any maximum re-demption amount.

Other factors which may influence the market value of the Securities include interest rates,potential dividend or interest payments in respect of the Underlying changes in the method ofcalculating the level of the Underlying from time to time and market expectations regardingthe future performance of the Underlying and the Securities.

3. Certain hedging considerations

Certain risks apply to purchasers that acquire the Securities for hedging purposes.

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Prospective purchasers intending to purchase the Securities for the purpose of hedging theirexposure to the Underlying should recognise the risks of utilising the Securities in such man-ner. No assurance is or can be given that the value of the Securities will correlate withmovements in the value of the Underlying and the composition of the Underlying may changeover time. Furthermore, it may not be possible to liquidate the Securities at a price whichdirectly reflects the value of the Underlying. Therefore, there can be no assurance as to thelevel of any correlation between the return on an investment in the Securities and the returnon a direct investment in the Underlying.

Hedging transactions in order to limit the risks associated with the Securities might not besuccessful.

4. The Securities may be illiquid

It is not possible to predict if and to what extent a secondary market may develop in the Se-curities or at what price the Securities will trade in the secondary market or whether suchmarket will be liquid or illiquid. If so specified in this document, application has been made tolist or quote or admit to trading the Securities on the stock exchange(s) or quotation sys-tem(s) specified. If the Securities are so listed or quoted or admitted to trading, no assuranceis given that any such listing or quotation or admission to trading will be maintained. The factthat the Securities may be so listed or quoted or admitted to trading does not necessarilylead to greater liquidity than if they were not so listed or quoted or admitted to trading.

If the Securities are not listed or quoted or admitted to trading on any stock exchange or quo-tation system, pricing information for the Securities may be more difficult to obtain and theliquidity of the Securities may be adversely affected. The liquidity of the Securities may alsobe affected by restrictions on offers and sales of the Securities in some jurisdictions.

The Issuer may, but is not obliged to, at any time purchase Securities at any price in theopen market or by tender or private agreement. Any Securities so purchased may be held orresold or surrendered for cancellation. Since the Issuer may be the only market-maker in theSecurities, the secondary market may be limited. The more limited the secondary market is,the more difficult it may be for holders of the Securities to realise value for the Securities priorto settlement of the Securities.

Creditworthiness of the Issuer

The value of the Securities is expected to be affected, in part, by investors' general appraisalof the Issuer's creditworthiness. Any reduction in the creditworthiness of the Issuer could re-sult in a reduction in the value of the Securities. If a bankruptcy proceeding is commenced inrespect to the Issuer, the return to a Securityholder may be limited and any recovery willlikely be substantially delayed.

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CONFLICTS OF INTEREST

1. Transactions involving the Underlying: The Issuer and its affiliates may from time totime engage in transactions involving the Underlying for their proprietary accountsand for accounts under their management. Such transactions may have a positive ornegative effect on the value of the Underlying and consequently upon the value of theSecurities.

2. Acting in other capacities: The Issuer and its affiliates may from time to time act inother capacities with regard to the Securities, such as calculation agent, agent and/orindex sponsor. Such functions can allow the Issuer to determine the composition ofthe Underlying or to calculate its value, which could raise conflicts of interest wheresecurities or other assets issued by the Issuer itself or a group company can be cho-sen to be part of the Underlying, or where the Issuer maintains a business relation-ship with the issuer of such securities or assets.

3. Issuing of other derivative instruments in respect of the Underlying: The Issuer and itsaffiliates may issue other derivative instruments in respect of the Underlying and theintroduction of such competing products into the marketplace may affect the value ofthe Securities.

4. Conducting of hedging transactions: The Issuer may use all or some of the proceedsreceived from the sale of the Securities to enter into hedging transactions. The Issuerbelieves that such hedging activity will under normal circumstances not have a mate-rial impact on the value of the Securities. However, it cannot be assured that the Is-suer's hedging activities will not affect such value. The value of the Securities mightin particular be affected by the liquidation of all or a portion of the hedging positions (i)at or about the time of the maturity or expiration of the Securities or (ii), if the Securi-ties provide for a knock-out, knock-in or a similar feature, at the time when the priceor value of the Underlying approaches the relevant price or level for the knock-out,knock-in or other feature.

5. Issue Price: The issue price charged for the Securities can, in addition to loadingcharges, management or other fees charged, comprise a premium on the originalmathematical (”fair”) value of the Securities which is not visible to investors. Suchpremium is determined by the Issuer in its discretion and can differ from premiumscharged by other issuers for comparable securities.

6. Market-Making for the Securities: The Issuer, or an agent on its behalf, may act asmarket-maker for the Securities. In such market-making, the Issuer or its agent will, toa large extent, determine the price of the Securities itself. The prices quoted by suchmarket-maker will usually not correspond to the prices which would have formedwithout such market-making and in a liquid market.

Circumstances taken into account by the market-maker when setting the quoted bid-offer prices in the secondary market notably include the Securities’ fair value, which,among other things, depends on the value of the Underlying, as well as a certain bid-offer spread targeted by the market-maker. The market-maker will in addition regu-larly take into account a loading charge originally raised for the Securities and anyfees or costs which at maturity of the Securities are to be subtracted from the cashamount (including management, transaction or other fees charged on the basis of theProduct Conditions). Furthermore, the prices quoted in the secondary market will beinfluenced, for example, by a premium on the Securities’ original value contained intheir issue price (see under 5. above), and by dividends paid or received by the Un-

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derlying, or its constituents, or other proceeds which, due to the Securities’ design,are economically attributable to the Issuer.The bid-offer spread for the Securities will be set by the market-maker based on sup-ply and demand for the Securities and certain revenue considerations.

Certain costs, like for example management fees charged on the basis of the ProductConditions, are in many cases not taken out of the quoted prices on a consistent ba-sis over the term of the Securities (pro rata temporis), but are subtracted from the Se-curities’ fair value completely at an earlier point in time, as determined by the market-maker in its discretion. The same applies for a premium contained in the issue priceand for dividends and other proceeds of the Underlying which, due to the Securities’design, are economically attributable to the Issuer, which often are not subtractedwhen the Underlying, or its constituents, are traded ”ex dividend”, but at an earlystage of the Securities’ term based on expected dividends for the entire term or a cer-tain time span. The rate at which such costs are subtracted depends, inter alia, on thenet flow back of Securities to the market-maker.

Subsequently, the prices quoted by the market-maker can substantially differ from thefair value of the Securities, or the value to be expected economically on the basis ofthe factors mentioned above, at the relevant time. In addition, the market-maker canat any time alter the methodology used to set the quoted prices, e. g. increase or de-crease the bid-offer spread.

7. Market-Making for the Underlying: The Issuer may, in certain cases, act as a market-maker for the Underlying, which might in particular be the case when the Issuer hasalso issued the Underlying. By such market-making, the Issuer will, to a large extent,determine the price of the Underlying, and consequently influence the value of theSecurities itself. The prices quoted by the Issuer in its market-making function will notalways correspond to the prices which would have prevailed without such market-making and in a liquid market.

8. Acting as underwriter or otherwise for the issuer of Underlying: The Issuer and its af-filiates may also act as underwriter in connection with future offerings of the Underly-ing or may act as financial adviser to the issuer of an Underlying or in a commercialbanking capacity for the issuer of an Underlying. Such activities could present certainconflicts of interest and may affect the value of the Securities.

9. Obtaining of non-public information: The Issuer and/or its affiliates may acquire non-public information with respect to the Underlying, and neither the Issuer nor any of itsaffiliates undertakes to disclose any such information to any Securityholder. In addi-tion, one or more of the Issuer's affiliates may publish research reports with respect tothe Underlying. Such activities could present conflicts of interest and may affect thevalue of the Securities.

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ECONOMIC DESCRIPTION

The information contained in this section is intended to provide a general description of theSecurities. It is qualified by the more detailed explanation set forth in the sections "ProductConditions" and “General Conditions” of this Prospectus, which constitute the legally bindingconditions of the Securities as attached to the global security. Prospective investors shouldread carefully and understand the Product Conditions and General Conditions before makingany decision to invest in the Securities. The Product Conditions specify, among other things:

• How and when the value of the Underlying is determined for the purposes of valua-tion of the Securities; and

• How the cash amount payable, or (as the case may be) the specified assets to bedelivered, on settlement will be determined (including, without limitation, whether amultiplier will be applied).

Defined terms used in this Description of the Securities are more fully defined in the ProductConditions of this Prospectus.

1. Rights under the Securities

The Securities represent the right to receive payments of a redemption amount atmaturity. The redemption amount payable at maturity of the Securities will be the sumof the specified nominal amount and an amount reflecting a participation in the per-formance of an underlying basket of assets (the “Underlying”). The participation inthe performance is calculated as the product of the nominal amount, a specified par-ticipation factor and the quotient of the value or average value of the Underlying onthe specified final valuation date(s), and of the Underlying on the specified initialvaluation date(s). However, the redemption amount will in no event be less than thespecified minimum redemption amount.

Any amounts payable in respect of the Securities are subject to the deduction of cer-tain taxes, duties and/or expenses.

The Underlying is a basket consisting of shares. Accordingly, the value of the Under-lying basket at any time reflects the sum of the value of each basket constituent mul-tiplied by its weighting in the basket.

2. Economic nature of the Securities

The Securities enable holders to participate, at a rate expressed by the specified par-ticipation factor, in any rise in the value or average value of the Underlying on thespecified final valuation date(s) compared to its value or average value at or aroundissuance of the Securities. In the case of a decline of the value or average value ofthe Underlying on the specified final valuation date(s) compared to its value or aver-age value at or around issuance of the Securities, investors who have bought the Se-curities on their issue date will receive a redemption amount equal to or greater thanthe invested capital. Investors who have bought the Securities on their issue date willreceive a return at least equal to the difference between the minimum redemptionamount and their invested capital.

The Securities provide for specified minimum redemption amount. As describedabove, the redemption amount payable on maturity depends on the value or average

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value of the Underlying on one or more specified final valuation day(s) compared tothe value or average value of the Underlying on one or more specified initial valuationday or days

Prospective investors should note that no periodic interest payments or other distribu-tions will be made during the term of the Securities. Accordingly, investors may onlyreceive a positive return on their initial investment if the redemption amount payableon settlement or the sum received after a sale on the secondary market during theirterm exceeds the price originally paid for the Securities. Investors will not receive anyamounts paid by way of interest or other distributions (e.g. dividends) from time totime paid by or in respect of the Underlying and will not have any rights against theUnderlying or the issuer of the Underlying.

3. Market Value of the Securities during their term

The market value of the Securities during their term depends primarily on the valueand the volatility of the Underlying and the level of interest rates for instruments ofcomparable maturities.

If the value of the Underlying falls and/or there is a market perception that the value ofthe Underlying is likely to fall during the remaining life of the Securities, all other fac-tors being equal, the market value of the Securities will under normal conditions alsofall, subject to any minimum redemption amount. If the value of the Underlying risesand/or there is a market perception that the value of the Underlying is likely to riseduring the remaining life of the Securities, all other factors being equal, the marketvalue of the Securities will under normal conditions also rise, subject to any maximumredemption amount. Other factors which may influence the market value of the Secu-rities include interest rates, potential dividend or interest payments in respect of theUnderlying, changes in the method of calculating the level of the Underlying from timeto time and market expectations regarding the future performance of the Underlyingand the Securities.

Interest rate changes generally have the same impact on the value of the Securitiesas for fixed rate bonds: Rising interest rates will under normal conditions result in alower, falling interest rates in a higher value of the Securities.

The value of the Securities during their term will under normal market conditions notfall below the value of a bond with comparable maturity.

If, following the purchase of any Securities, the market value of the Securities falls be-low the purchase price paid for such Securities, investors should not expect the mar-ket value of the Securities to increase to or above the purchase price paid by the in-vestor during the remainder of the term of the Securities .

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IMPORTANTDeutsche Bank AG, London accepts responsibility for the information contained in thisdocument. To the best of the knowledge and belief of the Issuer (who has taken allreasonable care to ensure that such is the case) the information contained in thisdocument is in accordance with the facts and does not omit anything likely to affectthe import of such information.

No dealer, salesman or other person is authorised to give any information or to makeany representation other than those contained in this document in connection with theoffering or sale of the Securities and, if given or made, such information orrepresentation must not be relied upon as having been authorised by the Issuer or anyAgent. None of this document and any further information supplied in connection withthe Securities is intended to provide the basis of any credit or other evaluation andshould not be considered as a recommendation by the Issuer that any recipient of thisdocument or any further information supplied in connection with the Securities shouldpurchase any of the Securities. Each investor contemplating purchasing Securitiesshould make its own independent investigation of the risks involved in an investmentin the Securities. Neither this document nor any other information supplied inconnection with the Securities constitutes an offer by or on behalf of the Issuer or anyother person to subscribe for or purchase any Securities, i.e. no subscriptionagreement or purchase agreement may be effectively concluded in connection withSecurities by way of unilateral statement by or on behalf of the subscribing orpurchasing party.

The distribution of this document and the offering of the Securities in certainjurisdictions may be restricted by law. The Issuer does not represent that thisdocument may be lawfully distributed, or that the Securities may be lawfully offered, incompliance with any applicable registration or other requirements in any jurisdiction,or pursuant to an exemption available thereunder, or assumes any responsibility forfacilitating any distribution or offering. Accordingly, the Securities may not be offeredor sold, directly or indirectly, and none of this document, any advertisement relating tothe Securities and any other offering material may be distributed or published in anyjurisdiction, except under circumstances that will result in compliance with anyapplicable laws and regulations. Persons into whose possession this documentcomes must inform themselves about, and observe, any such restrictions. Please referto General Selling and Transfer Restrictions contained in the section entitled GeneralConditions contained in this document, and the additional information contained in thesection “Country Addenda” attached hereto.

This document contains forward-looking statements. Forward-looking statements arestatements that are not historical facts, including statements about our beliefs andexpectations. Any statement in this document that states our intentions, beliefs,expectations or predictions (and the assumptions underlying them) is a forward-looking statement. These statements are based on plans, estimates, and projectionsas they are currently available to the management of Deutsche Bank. Forward-lookingstatements therefore speak only as of the date they are made, and we undertake noobligation to update publicly any of them in light of new information or future events.Forward-looking statements involve inherent risks and uncertainties. A number ofimportant factors could therefore cause actual results of the Issuer or of the Securitiesto differ materially from those contained in any forward-looking statement.

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TERMS OF THE OFFER

The Offering PeriodApplications to subscribe for the Securities may be made from 1 October 2007 until the Pri-mary Market End Date as described in the section titled “Country Specific Information” below,paragraph, 2. The Issuer reserves the right for any reason to reduce the number of Securitiesoffered.

Cancellation of the Issuance of the SecuritiesThe issuer reserves the right for any reason to cancel the issuance of the Securities.

Delivery of the SecuritiesThe Securities will be delivered against payment of the Issue Price, in accordance with appli-cable law and any rules and procedures for the time being of any clearing agent throughwhose books any of the Securities are transferred. Investors purchasing Securities will re-ceive delivery of them through an account with a financial institution that is a member of oneof the respective clearing agents.

Results of the OfferApplicants will be notified of their allotments under the offer or any other information relatingto the offer through the clearing agent and their securities intermediaries.

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GENERAL INFORMATION

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General Taxation Information1. GeneralPurchasers and/or sellers of Securities may be required to pay stamp taxes and othercharges in accordance with the laws and practices of the country of transfer in addition to theissue price or purchase price (if different) of the Securities.

Transactions involving the Securities (including purchases, transfers, exercise or non-exercise or redemption), the accrual or receipt of any interest payable on the Securities andthe death of a holder of any Securities may have tax consequences for holders and potentialpurchasers which may depend, amongst other things, upon the tax status of the holder orpotential purchaser and may relate to – amongst other taxes and duties - stamp duty, stampduty reserve tax, income tax, corporation tax, trade tax, capital gains tax, withholding tax,solidarity surcharge and inheritance tax.

For more specific information on the tax consequences please see the appropriate CountrySpecific Information.

General Condition 6 (Taxation) in the General Conditions should also be considered carefullyby all potential purchasers of any Securities.

Potential purchasers of Securities are advised to consult their own tax advisors as to the taxconsequences of transactions involving the Securities.

2. Stamp Duty and Withholding Tax in GermanyThe following paragraphs, which are intended as a general guide on stamp duty and with-holding tax only, are based on current legislation and German tax authority practice. Theysummarise certain aspects of German taxation only which may be applicable to the Securi-ties but do not purport to be a comprehensive description of all tax considerations which maybe relevant to a decision to purchase, hold, transfer or redeem the Securities. In particular,this general summary does not consider any specific facts or circumstances that may applyto a particular purchaser. Potential purchasers of the Securities who are in any doubt abouttheir tax position on purchase, ownership, transfer or exercise or non-exercise or redemption,as the case may be, of any Security should consult their own tax advisers.

The purchase or sale of a Security is not subject to stamp, value added or similar taxes orcharges in Germany, regardless of the place of issuance, execution and delivery of the Secu-rity.

Payments in respect of interest (if any) made in respect of a Security to its holder if made byan Agent having its specified office in Germany or any other financial institution in Germanyor if made by the Issuer from Germany may be subject to withholding tax.

3. Stamp Duty and Withholding Tax in the United KingdomThe following paragraphs, which are intended as a general guide on stamp duty and with-holding tax only, are based on current legislation and United Kingdom Inland Revenue prac-tice. They summarise certain aspects of United Kingdom taxation only which may be appli-cable to the Securities but do not purport to be a comprehensive description of all tax con-siderations which may be relevant to a decision to purchase, hold, transfer or redeem theSecurities. In particular, this general summary does not consider any specific facts or cir-cumstances that may apply to a particular purchaser. Potential purchasers of the Securitieswho are in any doubt about their tax position on purchase, ownership, transfer or exercise ornon-exercise or redemption, as the case may be, of any Security should consult their own taxadvisers.

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A purchaser of a Security may be required to pay stamp taxes and other charges in accor-dance with the laws and practices of the country of purchase in addition to the purchaseprice of such Security.

Potential purchasers of the Securities should note that the Global Security may constitute aninstrument which is subject to United Kingdom stamp duty on issue by reference to theamount of the consideration paid or the value of the Security. However, the Global Securitywill be executed and delivered outside the United Kingdom and should not be brought intothe United Kingdom save for the purposes of enforcement. So long as the Global Security isheld outside the United Kingdom, it will not be necessary to pay United Kingdom stamp dutyor interest or penalties in connection therewith. However, if the Global Security were broughtinto the United Kingdom (for example, for enforcement purposes), United Kingdom stampduty may be required to be paid on the Global Security (subject to the availability of exemp-tions and reliefs). In addition, where the Global Security is executed outside the UnitedKingdom is subsequently brought into the United Kingdom and stamped, interest on theamount of the unpaid stamp duty will be payable in addition to the stamp duty in respect ofthe period from the expiry of 30 days from the date of execution of the Global Security to thedate of stamping, unless the Global Security is stamped within 30 days of execution, in whichcase no interest is payable. No penalties are payable where the Global Security is executedoutside the United Kingdom and subsequently brought into the United Kingdom andstamped, provided the Global Security is stamped within 30 days of being brought into theUnited Kingdom. If the Global Security is subject to United Kingdom stamp duty, it would beinadmissible in evidence in civil (as opposed to criminal) proceedings in an English courtunless duly stamped.

The comments above relate to United Kingdom stamp duty on issue only.

Any interest payable on the Securities, any original issue discount in respect of the Securitiesand/or any proceeds on redemption or exercise of the Securities will not be subject to UnitedKingdom withholding tax.

4. Stamp Duty and Withholding Tax in the NetherlandsThe following paragraphs, which are intended as a general guide on stamp duty and with-holding tax only, are based on current legislation and Netherlands tax authority practice.They summarise certain aspects of Netherlands taxation only which may be applicable to theSecurities but do not purport to be a comprehensive description of all tax considerationswhich may be relevant to a decision to purchase, hold, transfer or redeem the Securities. Inparticular, this general summary does not consider any specific facts or circumstances thatmay apply to a particular purchaser. Potential purchasers of the Securities who are in anydoubt about their tax position on purchase, ownership, transfer or exercise or non-exercise orredemption, as the case may be, of any Security should consult their own tax advisers.

For the purpose of the principle Netherlands tax consequences described herein, it is as-sumed that the Issuer is neither a resident nor deemed to be a resident of the Netherlandsfor Netherlands tax purposes.

The purchase or sale of a Security is not subject to stamp, value added or similar taxes orcharges in the Netherlands, regardless of the place of issuance, execution and delivery ofthe Security.

Any payments made in respect of a Security will not be subject to Dutch withholding tax.

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General Selling and Transfer Restrictions

1. GeneralThe distribution of this document and the offering of the Securities in certain jurisdictions maybe restricted by law. Persons into whose possession this document comes are required bythe Issuer to inform themselves about and to observe any such restrictions.

2. United States of AmericaThe Securities have not been, and will not be, registered under the United States SecuritiesAct of 1933, as amended (the “Securities Act”), and trading in the Securities has not beenapproved by the United States Commodity Futures Trading Commission (the “CFTC”) underthe United States Commodity Exchange Act (the “Commodity Exchange Act”). No Securi-ties, or interests therein, may at any time be offered, sold, resold or delivered, directly or indi-rectly, in the United States or to, or for the account or benefit of, any U.S. person or to othersfor offer, sale, resale or delivery, directly or indirectly, in the United States or to, or for the ac-count or benefit of, any U.S. person. No Securities may be exercised or redeemed by or onbehalf of a U.S. person or a person within the United States. As used herein, “UnitedStates” means the United States of America (including the States and the District of Colum-bia), its territories, its possessions and other areas subject to its jurisdiction; and “U.S. per-son” means (i) an individual who is a resident of the United States; (ii) a corporation, part-nership or other entity organised in or under the laws of the United States or any politicalsubdivision thereof or which has its principal place of business in the United States; (iii) anyestate or trust which is subject to United States federal income taxation regardless of thesource of its income; (iv) any trust if a court within the United States is able to exercise pri-mary supervision over the administration of the trust and if one or more United States trus-tees have the authority to control all substantial decisions of the trust; (v) a pension plan forthe employees, officers or principals of a corporation, partnership or other entity described in(ii) above; (vi) any entity organised principally for passive investment, 10 per cent. or more ofthe beneficial interests in which are held by persons described in (i) to (v) above if such entitywas formed principally for the purpose of investment by such persons in a commodity poolthe operator of which is exempt from certain requirements of Part 4 of the CFTC’s regula-tions by virtue of its participants being non-U.S. persons; or (vii) any other “U.S. person” assuch term may be defined in Regulation S under the Securities Act or in regulations adoptedunder the Commodity Exchange Act.

3. European Economic Area

In relation to each Member State of the European Economic Area which has implementedthe Prospectus Directive (each, a Relevant Member State), with effect from and includingthe date on which the Prospectus Directive is implemented in that Relevant Member State(the Relevant Implementation Date) the Securities have not been offered and will not beoffered to the public in that Relevant Member State except, with effect from and including theRelevant Implementation Date, the Securities may be offered to the public in that RelevantMember State:

(a) in (or in Germany, where the offer starts within) the period beginning on the date ofpublication of the Base Prospectus in terms of which these Final Terms are completed,where such Base Prospectus has been approved by the competent authority in that RelevantMember State or, where appropriate, approved in another Relevant Member State and noti-fied to the competent authority in that Relevant Member State, all in accordance with theProspectus Directive and ending on the date which is 12 months after the date of publicationof the Base Prospectus;

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(b) at any time to legal entities which are authorised or regulated to operate in the finan-cial markets or, if not so authorised or regulated, whose corporate purpose is solely to investin securities;

(c) at any time to any legal entity which has two or more of (1) an average of at least 250employees during the last financial year; (2) a total balance sheet of more than €43,000,000and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or con-solidated accounts; or

(d) in any other circumstances which do not require the publication by the Issuer of aprospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of Securities to the public” in rela-tion to any Securities in any Relevant Member State means the communication in any formand by any means of sufficient information on the terms of the offer and the Securities to beoffered so as to enable an investor to decide to purchase or subscribe the Securities, as thesame may be varied in that Member State by any measure implementing the Prospectus Di-rective in that Member State and the expression Prospectus Directive means Directive2003/71/EC and includes any relevant implementing measure in each Relevant MemberState.

4. United Kingdom

(a) An invitation or inducement to engage in investment activity (within the meaning ofSection 21 of the Financial Services and Markets Act 2000 ("FSMA") may only be communi-cated or caused to be communicated in connection with the issue or sale of any Securities incircumstances in which Section 21(1) of the FSMA would, if the Issuer was not an authorisedperson, apply to the Issuer; and

(b) all applicable provisions of the FSMA must be complied with in respect to anythingcarried out in relation to any Securities in, from or otherwise involving the United Kingdom.

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Publication of Final Terms

The Final Terms shall be published on the website of the Luxembourg Stock Exchange.

The website can be found at:

Party “URL”

Luxembourg Stock Exchange www.bourse.lu

In addition, the Final Terms shall be available at the registered office of the Issuer and inLuxembourg at the Issuer’s agent in Luxembourg, Banque de Luxembourg, at 55, rue desScillas, L–2529, Luxembourg.

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PRODUCT CONDITIONS

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These Product Conditions relate to the Securities and must be read in conjunction with, andare subject to, the General Conditions set out in this document. The Product Conditions andthe General Conditions together constitute the Conditions of the Securities and will beattached to the Global Security representing the Securities.

1. Definitions"Affiliate" means any entity controlled, directly or indirectly, by the Issuer, any entity thatcontrols, directly or indirectly, the Issuer, or any entity under common control with the Issuer.As used herein "control" means ownership of a majority of the voting power of the entity or,as the case may be, the Issuer and "controlled by" and "controls" shall be construedaccordingly;

"Agent" means, subject to the provisions of General Condition 5, Deutsche Bank AG, actingthrough its branch office in London (Deutsche Bank AG London) (the "Principal Agent") andthrough its principal office in Frankfurt am Main, (each an "Agent" and together the"Agents");

"Basket" means a basket of assets comprised as follows:

Type of BasketConstituent

Name of BasketConstituent

Sponsor orIssuer of BasketConstituent

Reference Source Security Codeof BasketConstituent

ShareSevern Trent Severn Trent

London StockExchange SVT.L

ShareBrit Am Tobacco Brit Am Tobacco

London Stock Ex-change BATS.L

ShareKPN KPN

Euronext Amster-dam KPN.AS

ShareENI ENI

Milan Stock Ex-change ENI.MI

Share Deutsche Tele-kom

Deutsche Tele-kom

XetraDTEGn.DE

Share UPM-KymmeneOyj

UPM-KymmeneOyj

Helsinki Stock Ex-change UPM1V.HE

Share Deutsche Post Deutsche Post Xetra DPWGn.DEShare

Next NextLondon Stock Ex-change NXT.L

Share RWE AG RWE AG Xetra RWEG.DEShare

Imperial Tobacco Imperial TobaccoLondon Stock Ex-change IMT.L

Share Vivendi Vivendi Euronext Paris VIV.PAShare Hennes & Mau-

ritzHennes & Mau-ritz

Stockholm StockExchange HMb.ST

ShareDiageo Diageo

London Stock Ex-change DGE.L

ShareBP BP

London Stock Ex-change BP.L

ShareVolvo AB Volvo AB

Stockholm StockExchange VOLVb.ST

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Name of BasketConstituent

BasketConstituentPercentageWeight

ReferenceLeveldetermination

Severn Trent 1/15Official Closingprice

Brit Am Tobacco 1/15Official Closingprice

KPN 1/15Official Closingprice

ENI 1/15Official Closingprice

Deutsche Tele-kom 1/15

Official Closingprice

UPM-KymmeneOyj 1/15

Official Closingprice

Deutsche Post 1/15Official Closingprice

Next 1/15Official Closingprice

RWE AG 1/15Official Closingprice

Imperial Tobacco 1/15Official Closingprice

Vivendi 1/15Official Closingprice

Hennes & Mau-ritz 1/15

Official Closingprice

Diageo 1/15Official Closingprice

BP 1/15Official Closingprice

Volvo AB 1/15Official Closingprice

"Basket Constituent" means each of the assets as defined in "Basket" above, subject toadjustment in accordance with Product Conditions 4;

"Basket Constituent Currency" means in relation to each Basket Constituent the currencyspecified for such Basket Constituent in "Basket" above, subject to adjustment in accordancewith Product Conditions 4;

"Basket Constituent Level" means in respect of any day, subject to adjustment inaccordance with Product Condition 4, an amount equal to the price or level of the BasketConstituent determined in the manner as defined in the column "Reference Leveldetermination" in "Basket" above, all as determined by the Calculation Agent;"Basket Constituent Weight" means in relation to each Basket Constituent and subject toadjustment in accordance with Product Condition 4, a number equal to the quotient of:1) the relevant Basket Constituent Percentage Weight (as numerator); and2) the Basket Constituent Level on the Initial Reference Valuation Date or, if such day is not

a Trading Day, the first succeeding Trading Day (as denominator);

"Basket Constituent Percentage Weight" means, in relation to each Basket Constituent, anumber as defined for such Basket Constituent in the column "Basket ConstituentPercentage Weight" in "Basket" above;

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"Business Day" means a day (other than a Saturday or Sunday) on which commercialbanks and foreign exchange markets settle payments and are open for general business(including dealings in foreign exchange and foreign currency deposits) in London, Frankfurtam Main and a day on which each Clearing Agent is open for business and for the purposeof making payments in euro a day on which the Trans-European Automated Real-TimeGross Settlement Express Transfer (TARGET) system is open;

"Calculation Agent" means the Issuer, subject to the provisions of General Condition 5;

"Clearing Agent" means Euroclear Bank S.A./N.V., as operator of the Euroclear system,Clearstream Banking AG in Frankfurt am Main, Germany, and such further or alternativeclearing agent(s) or clearance system(s) as may be approved by the Issuer from time to timeand notified to the Securityholders in accordance with General Condition 4 (each a "ClearingAgent" and together the "Clearing Agents", which term will include any depositary holdingthe Global Security on behalf of the Clearing Agent);

"Final Reference Level" means, subject to adjustment in accordance with Product Condition4 and as provided in the definition of "Valuation Date", an amount equal to the arithmeticaverage of the Reference Levels on all the Valuation Dates as determined by the CalculationAgent and without regard to any subsequently published correction(s);"Global Security" has the meaning ascribed thereto in Product Condition 2;

"Initial Reference Level" means, subject to adjustment in accordance with ProductCondition 4 and as provided in the definition of "Initial Reference Valuation Date", an amountequal to the Reference Level on the Initial Reference Valuation Date as determined by theCalculation Agent and without regard to any subsequently published correction(s);

"Initial Reference Valuation Date" means 8 November 2007 or, if such day is not a TradingDay, the next following Trading Day unless, in the opinion of the Calculation Agent, a MarketDisruption Event has occurred on such day. If there is a Market Disruption Event on any suchday, then the relevant Initial Reference Valuation Date for each Basket Constituent notaffected by a Market Disruption Event shall be the originally designated Initial ReferenceValuation Date and the Initial Reference Valuation Date for each Basket Constituent affected(each an "Initially Affected Item") by a Market Disruption Event shall be the first succeedingTrading Day on which there is no Market Disruption Event relating to that Initially AffectedItem, unless there is a Market Disruption Event relating to the Initially Affected Item occurringon each of the eight Trading Days immediately following the original date which (but for theMarket Disruption Event) would have been that Initial Reference Valuation Date. In that case(A) the eighth Trading Day shall be deemed to be that Initial Reference Valuation Date forthe Initially Affected Item notwithstanding the Market Disruption Event and (B) the CalculationAgent shall determine the Reference Level for the Initial Reference Valuation Date bydetermining the price or level of the Initially Affected Item that would have prevailed but forthe occurrence of a Market Disruption Event as of that eighth Trading Day having regard tothe then prevailing market conditions, the last reported, published or traded level or price ofthe Initially Affected Item and such other factors as the Calculation Agent considers relevant;

"Issue Date" means 8 November 2007;

"Issuer" means Deutsche Bank AG, Frankfurt am Main, acting through its London branch(Deutsche Bank AG London);

"Market Disruption Event" means each event specified to be a Market Disruption Event inProduct Condition 4;

"Maturity Date" means the third Payment Day following the last occurring Valuation Date,scheduled to be 13 November 2012;"Nominal Amount" means EUR 1,000 per Security;

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"Payment Day" means any day which is (i) a day on which commercial banks and foreignexchange markets settle payments and are open for general business (including dealings inforeign exchange and foreign currency deposits) in the relevant place of presentation andLondon and Frankfurt; and (ii) either (1) in relation to any sum payable in a currency otherthan euro, a day on which commercial banks and foreign exchange markets settle paymentsand are open for general business (including dealings in foreign exchange and foreigncurrency deposits) in the principal financial centre of the country of such currency (if otherthan the place of presentation) or (2) in relation to any sum payable in euro, a day that theTrans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)System is open;"Participation Factor" means 120 per cent, subject to adjustment in accordance withProduct Condition 4;

"Primary Market End Date" means 2 November 2007 or, if such day is not a Business Day,the first succeeding Business Day;"Redemption Cash Amount" means, with respect to each Security, an amount determinedby the Calculation Agent as follows:

LevelReferenceInitialLevel)ReferenceInitial-LevelReference(Final×ionParticipat×AmountNominal+AmountNominal

subject to a minimum of the Nominal Amount. The Redemption Cash Amount will be roundedto the nearest two decimal places in the Settlement Currency, 0.005 being roundeddownwards;

"Reference Level" means, in respect of any day, subject to adjustment in accordance withProduct Condition 4, an amount (which shall be deemed to be a monetary value in theReference Currency) determined by the Calculation Agent equal to the sum of the productsfor each Basket Constituent of:

1) the Basket Constituent Level for each Basket Constituent on such day or, if such day isnot a Trading Day, the first succeeding Trading Day; and

2) the Basket Constituent Weight of each Basket Constituent on such day

As a formula:

∑=n

i

ti,ti,t BCW×PLevelReference

where:

n = number of Basket Constituents in the Basket

P i , t = the Basket Constituent Level i on day t

BCW i , t = Basket Constituent Weight i on day t;

"Reference Source" means the reference source or reference sources specified in the tableunder the definition of "Basket" above, or any successor to any such reference sourceacceptable to the Calculation Agent, as determined by the Calculation Agent;

"Securities" means up to EUR 50,000,000 notes relating to the Underlying represented bythe Global Security and each a "Security";

"Securityholder Expenses" means, in respect of a Security, all taxes, duties and/orexpenses, including any applicable depository charges or transaction charges, stamp duty,stamp duty reserve tax, issue, registration, securities transfer and/or other taxes or duties,arising in connection with any payment due on redemption or otherwise in respect of suchSecurity;

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"Settlement" means cash settlement ("Cash Settlement")"Settlement Currency" means Euro (“EUR”);

"Trading Day" means any day that is (or, but for the occurrence of a Market DisruptionEvent, would have been) a trading day for each Reference Source, provided that trading dayshall mean for any Reference Source which is an exchange, a trading system or a quotationsystem, any day on which such Reference Source is open for trading other than a day onwhich trading on any such Reference Source is scheduled to close prior to its regularweekday closing time;

"Underlying" means the share basket as defined in "Basket" above;

"Valuation Date" means the 8th calendar day of each month from and including 8 September2011 up to and including 8 November 2012 or, if any such day is not a Trading Day, the nextfollowing Trading Day unless, in the opinion of the Calculation Agent, a Market DisruptionEvent has occurred on any such day. If there is a Market Disruption Event on any such day,then the relevant Valuation Date for each Basket Constituent not affected by a MarketDisruption Event shall be the originally designated Valuation Date and the Valuation Date foreach Basket Constituent affected (each an "Affected Item") by a Market Disruption Event shallbe the first succeeding Trading Day on which there is no Market Disruption Event relating tothat Affected Item, unless there is a Market Disruption Event relating to the Affected Itemoccurring on each of the eight Trading Days immediately following the original date which(but for the Market Disruption Event) would have been that Valuation Date. In that case then(A) the eighth Trading Day shall be deemed to be that Valuation Date for the Affected Itemnotwithstanding the Market Disruption Event and (B) the Calculation Agent shall determinethe Reference Level for that Valuation Date by determining the price or level of the AffectedItem that would have prevailed but for the occurrence of a Market Disruption Event as of thateighth Trading Day having regard to the then prevailing market conditions, the last reported,published or traded level or price of the Affected Item and such other factors as theCalculation Agent considers relevant;2. FormThe Securities are represented by a global security (the "Global Security") which will, ifdeposited with a Clearing Agent in Germany, be in bearer form for the purposes of Germanlaw. The Global Security has been deposited with the Clearing Agent. No definitive Securitieswill be issued.

The Securities are transferable in accordance with applicable law and any rules andprocedures for the time being of any Clearing Agent through whose books any of theSecurities are transferred.

Each person (other than another Clearing Agent) who is for the time being shown in therecords of the relevant Clearing Agent as the holder of a particular amount of the Securities(in which regard any certificate or other document issued by the relevant Clearing Agent asto the amount of Securities standing to the account of any person shall be conclusive andbinding for all purposes except in the case of manifest error) shall be treated by the Issuerand the Agents as the holder of such amount of the Securities (and the terms"Securityholder" and "holder of Securities" and related expressions shall be construedaccordingly) for all purposes.

3. Redemption, Interest and Payments3.1. Redemption at Maturity

Unless previously redeemed or purchased and cancelled and subject as provided inthe Conditions, each Security will be redeemed by the Issuer, in respect of eachNominal Amount by payment of the Redemption Cash Amount, such redemption tooccur, subject as provided below, on the Maturity Date.

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3.2. Interest

The Securities bear no interest and no payment shall be made in respect of anyinterest.

3.3. Method of payment

Subject as provided below, any amounts to be paid to the Securityholders will betransferred by an Agent on behalf of the Issuer to the relevant Clearing Agent fordistribution to the Securityholders. Payments to a Clearing Agent will be made inaccordance with the rules of such Clearing Agent.

The Issuer will be discharged of its payment obligations by payment to, or to the orderof, the relevant Clearing Agent in respect of the amount so paid. Each of the personsshown in the records of a Clearing Agent as the holder of a particular number of theSecurities must look solely to the relevant Clearing Agent for his share of each suchpayment so made by the Issuer to, or to the order of, the relevant Clearing Agent.

All payments will be subject in all cases to any fiscal or other laws and regulationsapplicable thereto in the place of payment and subject to the provisions of GeneralCondition 6.

If a payment of any amount to be paid to a Securityholder, according to the rules ofthe relevant Clearing Agent, cannot be made in Settlement Currency, such paymentshall be made in the currency principally used by the relevant Clearing Agent forpayments to securityholders holding accounts with such Clearing Agent, following aconversion of the relevant amount from the Settlement Currency, using the rate ofexchange determined by the Calculation Agent by reference to such sources as theCalculation Agent may reasonably determine to be appropriate.

3.4. Presentation

Payments of principal and interest will, subject as provided below, be made in themanner provided in Product Condition 3.3 and otherwise in the manner specified inthe Global Security against presentation or surrender, as the case may be, of theGlobal Security at the specified office of any Agent. A record of each payment madeagainst presentation or surrender of the Global Security, distinguishing between anypayment of principal and any payment of interest, will be made on the Global Securityby the relevant Agent and such record shall be prima facie evidence that the paymentin question has been made.

The bearer of a Security shall be the only person entitled to receive payments ofprincipal and/or interest and the Issuer will be discharged by payment to, or to theorder of, the bearer of the Global Security in respect of the amount so paid. Each ofthe persons shown in the records of a Clearing Agent as the holder of a particularnominal amount of the Securities must look solely to the relevant Clearing Agent forhis share of each such payment so made by the Issuer to, or to the order of, thebearer of the Global Security.

3.5. Payment Day

If any date for payment of any amount in respect of any Security is not a PaymentDay, the holder thereof shall not be entitled to payment until the next followingPayment Day and shall not be entitled to any interest or other payment in respect ofsuch delay.

3.6. General

In the absence of gross negligence or wilful misconduct on its part, none of theIssuer, the Calculation Agent and any Agent shall have any responsibility for anyerrors or omissions in the calculation of any amount payable hereunder or on anyother determination pursuant to the provisions hereof. The purchase and/or holding of

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Securities does not confer on any holder of any Securities any rights (whether inrespect of voting, distributions or otherwise) in relation to the Underlying Asset or anyasset of any kind whatsoever by reference to which any Interest Amount orRedemption Cash Amount (as applicable) is calculated.

3.7. Securityholder Expenses

In respect of each Security, all Securityholder Expenses in respect thereof shall be forthe account of the relevant Securityholder and where any Redemption Cash Amountand/or other amount in respect of a Security is payable no payment shall be madeuntil all Securityholder Expenses in respect thereof have been paid to the satisfactionof the Issuer.

3.8. Redemption and Settlement Risk

Redemption of, and any payment in respect of, the Securities is subject to allapplicable laws, regulations and practices in force at all relevant times, and neitherthe Issuer nor any Agent shall incur any liability whatsoever if it is unable to effect thetransactions contemplated, after using all reasonable efforts, as a result of any suchlaws, regulations or practices. Neither the Issuer nor the Agents shall under anycircumstances be liable for any acts or defaults of any Clearing Agent in relation tothe performance of its duties in relation to the Securities.

4. Adjustment Provisions

4.1 Shares

4.1.1 Definitions:

"Affiliate" is as defined in Product Condition 1;

"Other Exchange" means, with respect to a Share, each exchange, trading systemor quotation system other than the Reference Source on which such Share is listed,traded or quoted;

"Reference Currency" is as defined in Product Condition 1 or, if not defined inProduct Condition 1, is the Settlement Currency;

"Reference Level" is as defined in Product Condition 1;

"Reference Source" is as defined in Product Condition 1;

"Related Exchange" means, unless otherwise defined in Product Condition 1, withrespect to a Share, any exchange, trading system or quotation system on whichoptions contracts or futures contracts on such Share are traded as determined by theCalculation Agent;

“Relevant Country” means, each of:

(i) any country (or any political or regulatory authority thereof) in which aReference Currency or the Settlement Currency is the legal tender orcurrency; and

(ii) any country (or any political or regulatory authority thereof) with which a Shareor the related Share Company has a material connection and, in determiningwhat is material the Calculation Agent may, without limitation, refer to the

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country in which the Share Company is incorporated and/or such otherfactor(s) as it may deem appropriate,

all as determined by the Calculation Agent.

"Relevant Time" means, with respect to any Share, the relevant time by reference towhich the Calculation Agent determines the price or value of such Share for thepurposes of determining the Reference Level;

"Settlement Currency" is as defined in Product Condition 1;

"Share" means the or, as the case may be, each share specified in the definition of"Underlying" or “Basket”, as the case may be, in Product Condition 1; and

"Share Company" means, with respect to a Share, the issuer specified for suchShare in the definition of "Underlying" or “Basket”, as the case may be, in ProductCondition 1.

4.1.2 Market Disruption

The Calculation Agent shall give notice as soon as practicable to the Securityholdersin accordance with General Condition 4 if a Market Disruption Event has occurred onany date with respect to which the Calculation Agent would, but for the occurrence ofa Market Disruption Event, have been required by the Product Conditions todetermine the price or value of a Share.

"Market Disruption Event" means:

4.1.2.1 the occurrence or existence on any Trading Day at the RelevantTime for such Share or at any time during the one hour period thatends at the Relevant Time for such Share:

(A) of any suspension of or limitation imposed on trading(whether by reason of movements in price exceeding limitspermitted by the relevant Reference Source or any RelatedExchange or otherwise):

4.1.2.1.1 of the Share on the Reference Source or anyOther Exchange; or

4.1.2.1.2 in options contracts or futures contractsrelating to the Share on any RelatedExchange; or

(B) of any event that disrupts or impairs (as determined by theCalculation Agent) the ability of market participants ingeneral to effect transactions in relation to or to obtainmarket values for the Share on the relevant ReferenceSource or to effect transactions in or obtain market valuesfor options contracts or futures contracts on or relating tosuch Share on any Related Exchange; or

4.1.2.2 the closure on any Trading Day of the Reference Source or anyRelated Exchange prior to its Scheduled Closing Time unless suchearlier closing time is announced by such Reference Source orsuch Related Exchange, as the case may be, at least one hourprior to (aa) the actual closing time for the regular trading session

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on such Reference Source or such Related Exchange on suchTrading Day or, if earlier, (bb) the submission deadline (ifapplicable) for orders to be entered into the Reference Source orsuch Related Exchange system for execution at the Relevant Timeon such Trading Day. A "Scheduled Closing Time" is thescheduled weekday closing time of the relevant Reference Sourceor Related Exchange, without regard to after hours or any othertrading outside of the regular trading session hours; or

4.1.2.3 a general moratorium is declared in respect of banking activities inany Relevant Country;

if, in the determination of the Calculation Agent, any of the foregoing is material and indetermining what is "material" the Calculation Agent may have regard to such circumstancesas it in its reasonable discretion deems appropriate, including any hedging arrangements ofthe Issuer and/or any of its Affiliates in relation to the Securities.4.1.3 Potential Adjustment Events

Following the declaration by a Share Company of the terms of any PotentialAdjustment Event, the Calculation Agent will determine whether such PotentialAdjustment Event has a dilutive or concentrative or other effect on the theoreticalvalue of the relevant Share and, if so, will (1) make the corresponding adjustment, ifany, to any one or more of the Conditions as the Calculation Agent determinesappropriate to account for that dilutive or concentrative or other effect; and (2)determine the effective date of that adjustment. The Calculation Agent may, but neednot, determine the appropriate adjustment by reference to the adjustment in respectof such Potential Adjustment Event made by a Related Exchange to options contractsor futures contracts on the relevant Share traded on that Related Exchange.

Any adjustment or replacement made to account for a Potential Adjustment Eventmay take into account, as the Calculation Agent deems appropriate, any tax, duty,withholding, deduction or other charge whatsoever (including but not limited to achange in the tax consequences) for the Issuer and/or, if applicable, any Affiliate as aresult of the Potential Adjustment Event. Such change in tax consequences mayinclude, but are not limited to, any changes resulting from any hedging arrangementscarried out by the Issuer and/or, if applicable, any Affiliate in relation to the Securities.

Upon making any such adjustment, the Calculation Agent shall give notice as soon aspracticable to the Securityholders in accordance with General Condition 4, stating theadjustment made to the Conditions and giving brief details of the Potential AdjustmentEvent.

"Potential Adjustment Event" means any of the following:

4.1.3.1 a subdivision, consolidation or reclassification of relevant Shares (unlessit has resulted in a Merger Event) or a free distribution or dividend of anysuch Shares to existing holders by way of bonus, capitalisation or similarissue;

4.1.3.2 a distribution, issue or dividend to existing holders of the relevant Sharesof (1) such Shares, or (2) other share capital or securities granting theright to payment of dividends and/or the proceeds of liquidation of theShare Company equally or proportionately with such payments to holdersof such Shares, or (3) share capital or other securities of another issuer asa result of a "spin-off" or other similar transaction, or (4) any other type of

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securities, rights or warrants or other assets, in any case for payment (incash or in other consideration) at less than the prevailing market price asdetermined by the Calculation Agent;

4.1.3.3 an extraordinary dividend;

4.1.3.4 a call by the Share Company in respect of relevant Shares that are notfully paid;

4.1.3.5 a repurchase by or on behalf of the Share Company or any of itssubsidiaries of relevant Shares whether out of profits or capital andwhether the consideration for such repurchase is cash, securities orotherwise;

4.1.3.6 in respect of a Share Company, an event that results in any shareholderrights being distributed, or becoming separated from shares of commonstock or other shares of the capital stock of such Share Companypursuant to a shareholder rights plan or arrangement directed againsthostile takeovers that provides upon the occurrence of certain events for adistribution of preferred stock, warrants, debt instruments or stock rights ata price below their market value as determined by the Calculation Agent;

4.1.3.7 any redemption of shareholder rights referred to in 4.1.3.6 above; and

4.1.3.8 any other event that may have a diluting or concentrative or other effecton the theoretical value of the relevant Shares.

4.1.4. Merger Event, Tender Offer, De-Listing, Nationalisation and Insolvency

If a Merger Event, Tender Offer, De-Listing, Nationalisation or Insolvency occurs inrelation to relevant Shares and/or the relevant Share Company, as the case may be,the Issuer may take any action described in 4.1.4.1, 4.1.4.2 or 4.1.4.3 below:

4.1.4.1 require the Calculation Agent to determine the appropriate adjustment, ifany, to be made to any one or more of the Conditions to account for theMerger Event, Tender Offer, De-Listing, Nationalisation or Insolvency, asthe case may be, and determine the effective date of that adjustment.The Calculation Agent may, but need not, determine the appropriateadjustment by reference to the adjustment in respect of the Merger Event,Tender Offer, De-Listing, Nationalisation or Insolvency made by anRelated Exchange to options contracts or futures contracts on the Sharetraded on that Related Exchange any adjustment or replacement made toaccount for a Merger Event, Tender Offer, De-Listing, Nationalisation orInsolvency may take into account, as the Calculation Agent deemsappropriate, any tax, duty, withholding, deduction or other changewhatsoever (including but not limited to a change in the taxconsequences) for the Issuer and/or, if applicable, any Affiliates as aresult of the Merger Event, Tender Offer, De-Listing, Nationalisation orInsolvency. Such change in tax consequences may include, but are notlimited to any changes resulting from any hedging arrangements carriedout by the Issuer and/or, if applicable, any Affiliate in relation to theseSecurities; or

4.1.4.2 cancel the Securities by giving notice to Securityholders in accordancewith General Condition 4. If the Securities are so cancelled, the Issuer willpay an amount to each Securityholder in respect of each Security held bysuch Securityholder which amount shall be the fair market value of a

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Security taking into account the Merger Event, Tender Offer, De-Listing,Nationalisation or Insolvency, as the case may be, less the cost to theIssuer and/or any of its Affiliates of unwinding any underlying relatedhedging arrangements, all as determined by the Calculation Agent in itsreasonable discretion. Payment will be made in such manner as shall benotified to the Securityholders in accordance with General Condition 4; or

4.1.4.3 following any adjustment to the settlement terms of options on the Sharestraded on such exchange(s) or trading system(s) or quotation system(s)as the Calculation Agent in its reasonable discretion shall determine (the"Options Reference Source") require the Calculation Agent to make acorresponding adjustment to any one or more of the Conditions, whichadjustment will be effective as of the date determined by the CalculationAgent to be the effective date of the corresponding adjustment made bythe Options Reference Source. If options on the Shares are not traded onthe Options Reference Source, the Calculation Agent will make suchadjustment, if any, to any one or more of the Conditions as the CalculationAgent determines appropriate, with reference to the rules and precedents(if any) set by the Options Reference Source, to account for the MergerEvent, Tender Offer, De-Listing, Nationalisation or Insolvency, as the casemay be, that in the determination of the Calculation Agent would havegiven rise to an adjustment by the Options Reference Source if suchoptions were so traded.

Upon the occurrence of a Merger Event, Tender Offer, De-Listing, Nationalisation orInsolvency, the Calculation Agent shall give notice as soon as practicable to theSecurityholders in accordance with General Condition 4 stating the occurrence of theMerger Event, Tender Offer, De-Listing, Nationalisation or Insolvency, as the casemay be, giving details thereof and the action proposed to be taken in relation thereto.However, Securityholders should be aware that there may necessarily be some delaybetween the time at which any of the above events occurs and the time at which it isreported to Securityholders.

"De-Listing" means, for any Share for which the Reference Source is an exchange ora trading system or a quotation system, the Reference Source announces thatpursuant to the rules of such Reference Source, such Share ceases (or will cease) tobe listed, traded or publicly quoted on the Reference Source for any reason (otherthan a Merger Event or Tender Offer) and is not immediately re-listed, re-traded or re-quoted on an exchange, trading system or quotation system acceptable to theCalculation Agent.

"Insolvency" means that by reason of the voluntary or involuntary liquidation,bankruptcy, insolvency, dissolution or winding-up of or any analogous proceedingaffecting a Share Company (A) all the Shares of that Share Company are required tobe transferred to a trustee, liquidator or other similar official or (B) holders of theShares of that Share Company become legally prohibited from transferring them.

"Merger Date" means the closing date of a Merger Event or, where a closing datecannot be determined under the local law applicable to such Merger Event, suchother date as determined by the Calculation Agent.

"Merger Event" means, in respect of any relevant Shares, any (i) reclassification orchange of such Shares that results in a transfer of or an irrevocable commitment totransfer all of such Shares outstanding to another entity or person, (ii) consolidation,amalgamation, merger or binding share exchange of a Share Company with or into

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another entity or person (other than a consolidation, amalgamation, merger or bindingshare exchange in which such Share Company is the continuing entity and whichdoes not result in reclassification or change of all of such Shares outstanding), (iii)takeover offer, exchange offer, solicitation, proposal or other event by any entity orperson to purchase or otherwise obtain 100 per cent. of the outstanding Shares of theShare Company that results in a transfer of or an irrevocable commitment to transferall such Shares (other than such Shares owned or controlled by such other entity orperson), or (iv) consolidation, amalgamation, merger or binding share exchange ofthe Share Company or its subsidiaries with or into another entity in which the ShareCompany is the continuing entity and which does not result in a reclassification orchange of all such Shares outstanding but results in the outstanding Shares (otherthan Shares owned or controlled by such other entity) immediately prior to such eventcollectively representing less than 50 per cent. of the outstanding Shares immediatelyfollowing such event, in each case if the Merger Date is on or before the ValuationDate or, if there is more than one Valuation Date, the final Valuation Date.

"Nationalisation" means that all the Shares or all or substantially all of the assets ofa Share Company are nationalised, expropriated or are otherwise required to betransferred to any governmental agency, authority, entity or instrumentality thereof.

"Tender Offer" means a takeover offer, tender offer, exchange offer, solicitation,proposal or other event by any entity or person that results in such entity or personpurchasing, or otherwise obtaining or having the right to obtain, by conversion orother means, greater than 10 per cent. and less than 100 per cent. of the outstandingvoting shares of the Share Company, as determined by the Calculation Agent, basedupon the making of filings with governmental or self-regulatory agencies or such otherinformation as the Calculation Agent deems relevant.

5. Governing Law and Place of JurisdictionThe Securities are governed by and shall be construed in accordance with English law. Noperson shall have any right to enforce any term or condition of the Securities under theContracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy ofany person which exists or is available apart from that Act.

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GENERAL CONDITIONS

These General Conditions relate to the Securities and must be read in conjunctionwith, and are subject to, the Product Conditions set out in this document. The Prod-uct Conditions and the General Conditions together constitute the Conditions of theSecurities and will be attached to the Global Security representing the Securities.

1. Status of the SecuritiesThe Securities constitute unsubordinated, unsecured contractual obligations of theIssuer and rank pari passu in all respects with each other.

2. Early Exercise, Redemption or Termination for Extraordinary Reasons,Illegality and Force Majeure

If the Issuer determines that, for reasons beyond its control, the performance of itsobligations under the Securities has become illegal or impractical in whole or in partfor any reason, or the Issuer determines that, for reasons beyond its control, it is nolonger legal or practical for it to maintain its hedging arrangements with respect to theSecurities for any reason, the Issuer may at its discretion and without obligationdeem exercised, redeem or terminate the Securities early by giving notice to the Se-curityholders in accordance with General Condition 4.

Should any one or more of the provisions contained in the Conditions be or becomeinvalid, the validity of the remaining provisions shall not in any way be affectedthereby.

If the Issuer exercises, redeems or terminates the Securities early, then the Issuerwill, if and to the extent permitted by applicable law, pay an amount to each Security-holder in respect of each Security held by such holder equal to the fair market valueof a Security notwithstanding such illegality or impracticality less the cost to the Is-suer of unwinding any underlying related hedging arrangements, all as determined bythe Calculation Agent in its sole and absolute discretion. Payment will be made insuch manner as shall be notified to the Securityholders in accordance with GeneralCondition 4.

3. PurchasesThe Issuer may, but is not obliged to, at any time purchase Securities at any price inthe open market or by tender or private agreement. Any Securities so purchasedmay be held or resold or surrendered for cancellation.

4. Notices4.1. Validity

Notices to the Securityholders will be valid if delivered to the ClearingAgent(s) for communication by the Clearing Agent(s) to the Securityholdersprovided that so long as the Securities are listed on any stock exchange orpublicly offered in any jurisdiction, any notice to the Securityholders shall bepublished in accordance with the rules and regulations of each such stock ex-change and each such jurisdiction. In the Federal Republic of Germany it isexpected that any notices to the Securityholders will normally be published inthe Börsen-Zeitung.

4.2. Delivery

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Notices given pursuant to 4.1 above will become effective on, if delivered tothe Clearing Agent(s), the third day after such delivery to the Clearing Agentor all the Clearing Agents (if more than one) or, if published (whether or notalso so given), on the date of such publication, or, if published more thanonce, on the date of the first such publication or, if required to be published inmore than one newspaper, on the date of the first such publication in all therequired newspapers.

5. Agents, Calculation Agent, Determinations and Modifications5.1. Agents

The Issuer reserves the right at any time to vary or terminate the appointmentof any Agent and to appoint additional Agents, provided that no termination ofappointment of the Principal Agent shall become effective until a replacementPrincipal Agent shall have been appointed and provided that, if and to the ex-tent that any of the Securities are listed on any stock exchange or publicly of-fered in any jurisdiction, there shall be an Agent having a specified office ineach country if so required by the rules and regulations of each such stockexchange and the securities regulators in each such jurisdiction. Notice ofany appointment, or termination of appointment, or any change in the speci-fied office, of any Agent will be given to Securityholders in accordance withGeneral Condition 4. Each Agent acts solely as agent of the Issuer and doesnot assume any obligation or duty to, or any relationship of agency or trust foror with, the Securityholders. Any calculations or determinations in respect ofthe Securities made by an Agent shall (save in the case of manifest error) befinal, conclusive and binding on the Securityholders.

5.2. Calculation Agent

The Issuer shall undertake the duties of calculation agent (the “CalculationAgent” which expression shall include any successor calculation agent) in re-spect of the Securities unless the Issuer decides to appoint a successor Cal-culation Agent in accordance with the provisions below.

The Issuer reserves the right at any time to appoint another institution as theCalculation Agent, provided that no termination of appointment of the existingCalculation Agent shall become effective until a replacement CalculationAgent shall have been appointed. Notice of any such termination or appoint-ment will be given to the Securityholders in accordance with General Condi-tion 4.

The Calculation Agent (except where it is the Issuer) acts solely as agent ofthe Issuer and does not assume any obligation or duty to, or any relationshipof agency or trust for or with, the Securityholders. Any calculations or deter-minations in respect of the Securities made by the Calculation Agent shall(save in the case of manifest error) be final, conclusive and binding on theSecurityholders.

The Calculation Agent may, with the consent of the Issuer, delegate any of itsobligations and functions to a third party as it deems appropriate.

5.3. Determinations by the Issuer

Any determination made by the Issuer pursuant to the Conditions shall (savein the case of manifest error) be final, conclusive and binding on the Security-holders.

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5.4. Modifications

The Issuer may, to the extent permitted by applicable law, modify the Condi-tions without the consent of the Securityholders or any of them in any mannerwhich the Issuer may deem reasonably necessary in order to maintain or pre-serve the intended commercial purpose of the Conditions if such modificationdoes not materially adversely affect the interests of the Securityholders or isof a formal, minor or technical nature or intended to correct a manifest error orto cure, correct or supplement any defective provision contained therein. No-tice of any such modification will be given to the Securityholders in accor-dance with General Condition 4 but failure to give, or non-receipt of, such no-tice will not affect the validity of any such modification.

6. TaxationIn relation to each Security the relevant Securityholder shall pay all SecurityholderExpenses as provided in the Product Conditions. All payments or, as the case maybe, deliveries in respect of the Securities will be subject in all cases to all applicablefiscal and other laws and regulations (including, where applicable, laws requiring thededuction or withholding for, or on account of, any tax, duty or other charge whatso-ever). The Issuer shall not be liable for or otherwise obliged to pay, and the relevantSecurityholder shall be liable for and/or pay, any tax, duty, charge, withholding orother payment whatsoever which may arise as a result of, or in connection with, theownership, any transfer, any payment and/or any delivery in respect of the Securitiesheld by such Securityholder. The Issuer shall have the right, but shall not be obliged,to withhold or deduct from any amount payable or, as the case may be, any deliverydue to the Securityholder such amount or portion as shall be necessary to accountfor or to pay any such tax, duty, charge, withholding or other payment. Each Securi-tyholder shall indemnify the Issuer against any loss, cost or other liability whatsoeversustained or incurred by the Issuer in respect of any such tax, duty, charge, withhold-ing or other payment as referred to above in respect of the Securities of such holder.

7. Further IssuesThe Issuer shall be at liberty from time to time without the consent of Securityholdersor any of them to create and issue further securities so as to be consolidated andform a single series with the Securities.

8. Substitution8.1. Substitution of Issuer

The Issuer, or any previous substituted company, may at any time, withoutthe consent of the Securityholders substitute for itself as principal obligor un-der the Securities any company (the “Substitute”), being any subsidiary or af-filiate of the Issuer, subject to:

8.1.1. the obligations of the Substitute under the Securities being guaranteedby Deutsche Bank AG (unless it is the Substitute);

8.1.2. all actions, conditions and things required to be taken, fulfilled anddone (including the obtaining of any necessary consents) to ensurethat the Securities represent legal, valid and binding obligations of theSubstitute having been taken, fulfilled and done and being in full forceand effect;

8.1.3. the Issuer shall have given at least 30 days’ prior notice of the date ofsuch substitution to the Securityholders in accordance with GeneralCondition 4.

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In the event of any substitution of the Issuer, any reference in the Conditionsto the Issuer shall henceforth be construed as a reference to the Substitute.

8.2. Substitution of Office

The Issuer shall have the right upon notice to Securityholders in accordancewith General Condition 4 to change the office through which it is acting for thepurpose of the Securities, the date of such change to be specified in such no-tice provided that no change can take place prior to the giving of such notice.

9. Replacement of SecuritiesShould any Security be lost, stolen, mutilated, defaced or destroyed, it maybe replaced at the specified office of the Principal Agent (or such other placeof which notice shall have been given in accordance with General Condition4) upon payment by the claimant of the expenses incurred in connectiontherewith and on such terms as to evidence and as to indemnity as the Issuermay reasonably require. Mutilated or defaced Securities must be surren-dered before replacements will be issued

10. Adjustments for European Monetary Union10.1. Redenomination

The Issuer may, without the consent of the Securityholders, on giving noticeto the Securityholders in accordance with General Condition 4elect that, witheffect from the Adjustment Date specified in the notice, certain terms of theSecurities shall be redenominated in euro;

The election will have effect as follows:

10.1.1. where the Settlement Currency is the National Currency Unit ofa country which is participating in the third stage of EuropeanEconomic and Monetary Union, whether as from 1999 or aftersuch date, such Settlement Currency shall be deemed to be anamount of euro converted from the original Settlement Cur-rency into euro at the Established Rate, subject to such provi-sions (if any) as to rounding as the Issuer may decide and asmay be specified in the notice, and after the Adjustment Date,all payments in respect of the Securities will be made solely ineuro as though references in the Securities to the SettlementCurrency were to euro;

10.1.2. where the Conditions contain a rate of exchange or any of theConditions are expressed in a currency (the “Original Cur-rency”) of a country which is participating in the third stage ofEuropean Economic and Monetary Union, whether as from1999 or after such date, such rate of exchange and/or anyother terms of the Conditions shall be deemed to be expressedin or, in the case of a rate of exchange, converted for or, as thecase may be into, euro at the Established Rate; and

10.1.3. such other changes shall be made to the Conditions as the Is-suer may decide to conform them to conventions then applica-ble to instruments expressed in euro.

10.2. Adjustment to Conditions

The Issuer may, without the consent of the Securityholders, on giving noticeto the Securityholders in accordance with General Condition 4 make such ad-justments to the Conditions as the Issuer may determine to be appropriate to

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account for the effect of the third stage of European Economic and MonetaryUnion pursuant to the Treaty on the Conditions.

10.3. Euro Conversion Costs, etc.

Notwithstanding Condition 10.1 and/or Condition 10.2, none of the Issuer, theCalculation Agent and any Agent shall be liable to any Securityholder or otherperson for any commissions, costs, losses or expenses in relation to or result-ing from the transfer of euro or any currency conversion or rounding effectedin connection therewith.

10.4. Definitions

In this General Condition, the following expressions have the following mean-ings:

“Adjustment Date” means a date specified by the Issuer in the notice givento the Securityholders pursuant to this Condition which falls, if the currency isthat of a country not initially participating in the third stage of European Eco-nomic and Monetary Union pursuant to the Treaty, on or after such later dateas such country does so participate;“Established Rate” means the rate for the conversion of the Original Cur-rency (including compliance with rules relating to rounding in accordance withapplicable European Community regulations) into euro established by theCouncil of the European Union pursuant to the first sentence of Article 123(4),formerly 109 l (4) of the Treaty;

“National Currency Unit” means the unit of the currency of a country, asthose units are defined on the day before the start of the third stage of Euro-pean Economic and Monetary Union or, in connection with the expansion ofsuch third stage, to any country which has not initially participated in suchthird stage;“Treaty” means the treaty establishing the European Community.

11. DefinitionsTerms in capitals which are not defined in these General Conditions shall have themeanings ascribed to them in the Product Conditions.

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INFORMATION RELATING TO THE UNDERLYING

If the information contained in this section has been obtained from third partysources, the Issuer confirms that such information from the source describedabove has been accurately reproduced and as far as the Issuer is aware and isable to ascertain from information published by the relevant third parties, no factshave been omitted which would render the reproduced information inaccurate ormisleading. The Issuer makes no representations or warranty as to the accuracyor completeness of such information.

Information on the historical and ongoing performance of the Underlying and itsvolatility can be obtained on the Bloomberg or Reuters page as provided for eachsecurity composing the Underlying in the table under “Basket” or “Underlying”contained in Product Condition 1 above.

Name of Share Website

Severn Trent www.stwater.co.uk

Brit Am Tobacco www.bat.com

KPN www.kpn.com

ENI www.eni.it/

Deutsche Telekom www.telekom.com

UPM-Kymmene Oyj w3.upm-kymmene.com

Deutsche Post www.deutschepost.de

Next www.next.co.uk

RWE AG www.rwe.com

Imperial Tobaccowww.imperial-tobacco.com

Vivendi www.vivendi.com

Hennes & Mauritz www.hm.com/

Diageo www.diageo.com

BP www.bp.com

Volvo AB www.volvo.com

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COUNTRY SPECIFIC INFORMATION

This section should be read in conjunction with, and is subject to, the Product Condi-tions, the General Conditions and all other sections of this document.

1. Taxation

a. General InformationThe following is intended as a general guideline and is only a summary of the is-suer’s understanding of current Belgian tax law and practice applied to the taxation ofthe Securities. It is stressed that the text is not to be read as extending by implicationto matters not specifically discussed therein. The text does not take into account ordiscuss tax laws of any country other than Belgium and is subject to changes in Bel-gian law, including changes that could have retro-active effect. Investors shouldseek advice from their own tax advisors with respect to the taxation in Belgium ofproceeds received in respect of such Securities.

b. Taxation of a Belgian tax resident private investor or Belgian legal enti-ties

Payments at Maturity Date:Under Belgian tax law, the income resulting from the difference between the Re-demption Cash Amount at maturity and the Issue Price is characterized as interestpursuant to article 19, §1, 1° and §2 of the Belgian Income Tax Code.

Interest earned on the Securities and paid or attributed via a Belgian paying agent isin principle subject to a Belgian withholding tax of 15%, and possibly subject to ex-emptions under Belgian law.

For individuals (Belgian residents) holding the Securities as a private investment, the15% withholding tax on interest constitutes the final Belgian income tax. The Belgianresident is not required to report the interest in his income tax return. In case the in-dividual has received the interest outside Belgium without deduction of Belgian with-holding tax, he must report this interest in his individual tax return and the interest willbe subject to a separate taxation at a rate of 15% (plus local surcharges).

For Belgian legal entities subject to the Belgian legal entities tax, the 15% withholdingtax levied on the interest also constitutes the final Belgian income tax. The interestdoes not need to be reported in the annual income tax return. In case the legal entityhas received the interest outside Belgium without deduction of Belgian withholdingtax, it must pay the withholding tax itself and report the interest in its annual tax re-turn.Sale of the Notes prior to Maturity Date:The capital gains realized upon transfer to third parties prior to the Maturity Date ofthe Securities (i.e. the difference between the transfer price and the Issue Price ofthe Securities), is characterized by the tax administration as interest. Individuals (Bel-gian residents) holding the Securities as a private investment will be subject to tax ata rate of 15% on such difference.

The same applies mutatis mutandis for Belgian legal entities subject to the Belgianlegal entities tax.

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c. Taxation of Belgian resident companies and Belgian resident individualswho have invested the Securities in a business

The income resulting from the difference between the Redemption Cash Amount atMaturity Date and the Issue Price and, in case of transfer prior to Maturity Date, thedifference between the transfer price and the Issue Price of the Securities will be tax-able for Belgian resident companies and Belgian resident individuals who have in-vested the Securities in their business activity.

Income realized by Belgian resident companies is taxed at the rate of 33.99% whileBelgian resident individuals who have invested the Securities in their business activityare taxable at the progressive individual income tax rates. Any Belgian withholding taxmay be credited pro rata temporis in the calculation of the final tax liability and any ex-cess will be reimbursed. Under certain conditions, a foreign tax credit of maximum15/85 of the net income is granted in respect of taxes paid abroad.

d. Taxation of non-Belgian resident investorsNon-Belgian resident investors are only taxed on Belgian source income.

Because the Securities are issued by a non-Belgian resident company, the non-Belgian resident investors will, as a matter of principle, not be subject to taxation inBelgium at Maturity Date.

However, the interest received at Maturity Date by non-Belgian resident investorscould be subject to taxation in Belgium if this interest is paid in Belgium, i.e. through aBelgian paying agent.

Non-resident investors (individuals, companies and legal entities) will normally besubject to a withholding tax of 15% on the interest paid by a Belgian paying agent.Exemptions or reductions may apply pursuant to Belgian national tax law, tax treatiesor European Directives.

Pursuant to Belgian tax law (as modified in order to implement into national law theprovisions of Council Directive 2003/48/EC of 3 June 2003 on taxation of savings in-come in the form of interest payments) savings income in the form of interest pay-ments paid or credited by a Belgian paying agent to a beneficial owner who is an in-dividual resident for tax purposes in another EU Member State, may, in addition tothe aforementioned withholding tax of 15%, be subject to a specific (additional) with-holding tax (“Prélèvement pour l’Etat de residence / Woonstaatheffing”) of 15% (20%as from 2008) if no exception applies. As a result, Belgium could, under certain cir-cumstances, apply the aforementioned specific (additional) withholding tax on theincome paid to a non-resident individual investor.

e. Responsibility for the withholding of taxIf the interest earned on the Notes is paid or attributed to investors via a Belgian pay-ing agent, the obligation to withhold Belgian interest withholding tax –if and when noexemption applies– is the sole responsibility of the Belgian paying agent. Under Bel-gian tax law the Issuer does not assume any responsibility in this respect.

f. Stock exchange taxIn certain events, a Belgian stock exchange tax will be due.

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The Belgian stock exchange tax is normally due on a certain number of transactionsagreed or executed in Belgium, including each transfer and each purchase for con-sideration in Belgium of the Securities through a professional intermediary (art. 120Code of Miscellaneous Taxes and Duties ("CMTD")). No tax is payable by non-residents acting for their own account, provided they deliver an affidavit to the finan-cial intermediary in Belgium confirming their non-resident status, nor by certain otherinvestors acting for their own account, such as professional intermediaries, insurancecompanies, enterprise pension institutions, collective investment institutions, etc. aslisted in art. 126 CMTD.

The tax amounts to 0.17% of the purchase price of the Securities for each secondarymarket sale and for each secondary market purchase (art. 121, §1, 2° and 122, 1°CMTD). The tax due on each of the above-mentioned transactions is capped at EUR500 (art. 124 CMTD).

g. Tax on the delivery of bearer securitiesA tax of 0.60% on the price to be paid by the purchaser or acquirer is levied on the de-livery of bearer securities (art. 160 CMTD) and it is not capped.

The delivery of bearer securities means the physical delivery of the bearer securitiesthat takes place after the acquisition for consideration (purchase on the secondarymarket) or withdrawal of the securities that are deposited on a short deposit account.Delivery to Belgian professional intermediaries falls outside the scope of the tax. (art.159 CMTD). If no physical delivery of the bearer securities takes place, the tax willnot be due.

The following transactions are exempt from the tax: deliveries made after the acquisi-tion for consideration without the intervention of a professional intermediary, and de-liveries of foreign securities deposited on a short deposit account, when the recipientis a non-resident (art. 163 CMTD).

Given that no definitive Securities will be issued and the Securities are thereforetraded on account, the tax on the delivery of bearer securities should normally notapply.

2. Subscription PeriodIn Belgium, applications to subscribe for the Securities may be made at the offices ofDeutsche Bank AG, during the period commencing on 1 October 2007 and ending on2 November 2007. However, the Issuer reserves the right for any reason to close thesubscription period prior to its stated expiry.

3. Settlement and ClearingThe Global Security will be deposited with the Clearing Agent and has been acceptedfor clearing by it under security and clearing codes set out below.

ISIN: XS0322743153

WKN: DB9KYN

4. Agent in BelgiumIn Belgium, the Agent shall be NV Deutsche Bank SA, Marnixlaan 13-15, 1000 Brus-sels.

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PARTY LIST

Issuer:

Deutsche Bank AG, London BranchWinchester House

1 Great Winchester StreetLondon EC2N 2DB

United Kingdom

Agent:

Deutsche Bank AGTaunusanlage 12D-60262 Frankfurt

Germany

Agent in Belgium:

NV Deutsche Bank SAMarnixlaan 13-151000 Brussels.

Listing Agent:

Banque de Luxembourg14 Boulevard RoyalL-2449 Luxembourg