Deutsche Bank Aktiengesellschaft, which we also call Deutsche Bank AG, is a stock corporation organized under the laws of the Federal Republic of Germany. Unless otherwise specified or required by the context, in this document, references to “we”, “us”, and “our” are to Deutsche Bank Aktiengesellschaft and its consolidated subsidiaries.

Due to rounding, numbers presented throughout this document may not add up precisely to the totals we provide and percentages may not precisely reflect the absolute figures.

Our registered address is Theodor-Heuss-Allee 70, 60486 Frankfurt am Main, Germany, and our telephone number is +49-69-910-00.

In addition, we may from time to time make forward-looking statements in our periodic reports to the United States Securities and Exchange Commission on Form 6-K, annual and interim reports, invitations to Annual General Meetings and other information sent to shareholders, offering circulars and prospectuses, press releases and other written materials. Our Management Board, Supervisory Board, officers and employees may also make oral forward-looking statements to third parties, including financial analysts.

Forward-looking statements are statements that are not historical facts, including statements about our beliefs and expectations. We use words such as “believe”, “anticipate”, “expect”, “intend”, “seek”, “estimate”, “project”, “should”, “potential”, “reasonably possible”, “plan”, “aim” and similar expressions to identify forward-looking statements.

By their very nature, forward-looking statements involve risks and uncertainties, both general and specific. We base these statements on our current plans, estimates, projections and expectations. You should therefore not place too much reliance on them. Our forward-looking statements speak only as of the date we make them, and we undertake no obligation to update any of them in light of new information or future events.

When used with respect to future periods, our non-GAAP financial measures are also forward-looking statements. We cannot predict or quantify the levels of the most directly comparable IFRS financial measures (listed in the table above) that would correspond to these non-GAAP financial measures for future periods. This is because neither the magnitude of such IFRS financial measures, nor the magnitude of the adjustments to be used to calculate the related non-GAAP financial measures from such IFRS financial measures, can be predicted. Such adjustments, if any, will relate to specific, currently unknown, events and in most cases can be positive or negative, so that it is not possible to predict whether, for a future period, the non-GAAP financial measure will be greater than or less than the related IFRS financial measure.

Not required because this document is filed as an annual report.

Not required because this document is filed as an annual report.

We have derived the data we present in the tables below from our audited consolidated financial statements for the years presented. You should read all of the data in the tables below together with the consolidated financial statements and notes included in “Item 18: Financial Statements” and the information we provide in “Item 5: Operating and Financial Review and Prospects.” Except where we have indicated otherwise, we have prepared all of the consolidated financial information in this document in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and as endorsed by the European Union (“EU”). Until December 31, 2006, we prepared our consolidated financial information in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). All 2006 data included in this report has been prepared in accordance with IFRS as issued by the IASB. Our group division and segment data come from our management reporting systems and are not necessarily based on, or prepared in accordance with, IFRS. For a discussion of the major differences between our management reporting systems and our consolidated financial statements under IFRS, see “Item 5: Operating and Financial Review and Prospects – Results of Operations by Segment (2008 vs. 2007).”

The following table shows the dividend per share in euro and in U.S. dollars for the years ended December 31, 2008, 2007 and 2006. We declare our dividends at our Annual General Meeting following each year. Our dividends are based on the non-consolidated results of Deutsche Bank AG as prepared in accordance with German accounting principles. Because we declare our dividends in euro, the amount an investor actually receives in any other currency depends on the exchange rate between euro and that currency at the time the euros are converted into that currency.

Effective January 1, 2009, the German withholding tax applicable to dividends increased to 26.375 % (consisting of a 25 % withholding tax and an effective 1.375 % surcharge) compared to 21.1 % applicable for the years 2008, 2007 and 2006. For individual German tax residents, the withholding tax represents, generally, the full and final income tax applicable to the dividends. Dividend recipients who are tax residents of countries that have entered into a convention for avoiding double taxation may be eligible to receive a refund from the German tax authorities of a portion of the amount withheld and in addition may be entitled to receive a tax credit for the German withholding tax not refunded in accordance with their local tax law.

U.S. residents will be entitled to receive a refund equal to 11.375 % of the dividends received after January 1, 2009 (compared to an entitlement to a refund of 6.1 % of the dividends received in the years 2006 through 2008). For U.S. federal income tax purposes, the dividends we pay are not eligible for the dividends received deduction generally allowed for dividends received by U.S. corporations from other U.S. corporations.

The following table shows the period-end, average, high and low noon buying rates for the euro. In each case, the period-end rate is the noon buying rate announced on the last business day of the period.

On March 17, 2009, the noon buying rate was U.S.$ 1.2942 per euro.

We believe that maintaining a strong credit quality is a key part of the value we offer to our clients, bondholders and shareholders. Below are our long-term credit ratings. On December 5, 2008, Moody’s Investors Service changed the outlook on our rating to negative, citing for instance the continuous impact on our revenues and earnings streams of the persistent turmoil in international capital markets. Our long-term credit rating was lowered by Standard & Poor’s on December 19, 2008 to A+ with stable outlook from AA- with negative outlook. Among the reasons stated was the significant pressure on large complex financial institutions’ future performance due to increasing bank industry risk and the deepening global economic slowdown, as well as earnings prospects. On January 16, 2009, Fitch Ratings placed our long-term credit rating on rating watch negative, naming concerns over our profitability, vulnerability to market volatility and asset depreciation, and the need to reduce our balance sheet leverage.

As of the date of this document, there has been no change in any of the above ratings.

An investment in our securities involves a number of risks. You should carefully consider the following information about the risks we face, together with the other information in this document, when you make investment decisions involving our securities. If one or more of these risks were to materialize, it could have a material adverse effect on our financial condition, results of operations, cash flows or prices of our securities.

Since the second half of 2007, and particularly since September 2008, the financial services industry, including ourselves, and the global financial markets have been materially and adversely affected by significant declines in the values of nearly all classes of financial assets. The declines initially occurred in financial assets linked to or backed by U.S. subprime residential mortgages, but soon spread to nearly all other asset classes, including mortgage and real estate asset classes, leveraged finance loans and equities. The financial markets have been, and continue to be, characterized by unprecedented levels of volatility (rapid changes in price direction) and the breakdown of historically observed correlations (the extent to which prices move in tandem) across asset classes, compounded by extremely limited liquidity. This has materially and adversely affected the availability and performance of instruments used to hedge positions and manage risk. Furthermore, there has been a widespread loss of investor confidence, initially and most severely in financial institutions, but more recently also in companies in a number of other industries and in the broader markets.

Market conditions have also led to the failure or merger under distressed conditions of a number of prominent financial institutions. Financial institution failures or near-failures have resulted in losses, including for us, as a consequence of defaults on securities issued by them and defaults under bilateral derivatives and other contracts entered into with such entities as counterparties. Furthermore, declining asset values, defaults on mortgages and consumer loans, and the lack of market and investor confidence, as well as other factors, have all combined to increase the spreads, or costs, on credit default swaps, which are instruments used to manage credit risks, to cause rating agencies to lower credit ratings, including our own, and to otherwise increase the cost and decrease the availability of liquidity, despite very significant declines in central bank borrowing rates and other government actions. While governments, regulators and central banks worldwide, including in Germany and the U.S., have taken numerous steps to increase liquidity and to restore investor confidence, asset values have continued to decline and access to liquidity continues to be very limited.

As of the end of 2008, Europe, the U.S. and other important economies were contracting. Business activity across a wide range of industries and regions continues to be greatly reduced and local governments and many companies are in serious economic difficulty due to the lack of consumer spending and the lack of liquidity in the credit markets. Unemployment has increased significantly.

derivatives trading and equity and credit proprietary trading businesses. Despite initiatives to reduce our exposure to the affected asset classes or activities, such reduction has not always been possible due to illiquid trading markets for many assets. As a result, we have substantial remaining exposures and thus continue to be exposed to further deterioration in prices for the remaining positions. These write-downs and losses led us to incur a loss in 2008, as performance in our other businesses was not sufficient to offset them. Our inability to offset the potential negative effects on our profitability through performance in our other businesses may continue in the future, which may further adversely affect our business and financial condition.

See “Item 5: Operating and Financial Review and Prospects – Results of Operations by Segment (2008 vs. 2007) – Corporate Banking & Securities Corporate Division” for information on the impact of the current market environment on a number of our key businesses.

The exceptionally difficult market conditions since the second half of 2007, and particularly since September 2008, have resulted in greatly diminished liquidity in certain markets in which we do business, including the leveraged finance and structured credit markets. We have already written down, and continuing difficult market conditions may require us to write down further, the carrying values of some of our portfolios of assets, which could have a material adverse effect on our financial condition. In the third and fourth quarter of 2008, we have, as permitted by recent amendments to IFRS, reclassified certain financial assets out of financial assets carried at fair value through profit or loss or available for sale into loans. While such reclassified assets, which had a carrying value of € 34.4 billion as of December 31, 2008, are no longer subject to mark-to-market accounting, we continue to be exposed to the risk of impairment of such assets. In addition, to the extent we are unable to sell assets, we bear additional funding and capital costs with respect to them. See “Item 5: Operating and Financial Review and Prospects – Results of Operations by Segment (2008 vs. 2007) – Group Divisions – Corporate and Investment Bank Group Division – Corporate Banking & Securities Corporate Division” for information on the impact of the current market environment on a number of our key businesses.

For example, the value-at-risk approach we use to derive quantitative measures for our trading book market risks is designed to model risk factors assuming normal market conditions, and the statistical parameters required for the value-at-risk calculation are based on a 261 trading day history with equal weighting being given to each observation. However, in our regulatory back-testing in 2008, we observed 35 outliers (as compared to 12 in 2007), which are hypothetical buy-and-hold losses that exceeded our value-at-risk estimate for the trading units as a whole versus two to three outliers statistically expected in any one year. While we believe that the majority of these outliers were related to extreme events outside standard market conditions, we are also re-evaluating our modeling assumptions and parameters for potential improvements in such unusual market conditions.

In addition, our more qualitative approach to managing those risks not taken into account by our quantitative methods could also prove insufficient, exposing us to material unanticipated losses. See “Item 11: Quantitative and Qualitative Disclosures about Credit, Market and Other Risk” for a more detailed discussion of the policies, procedures and methods we use to identify, monitor and manage our risks. Also, if existing or potential customers believe our risk management is inadequate, they could take their business elsewhere. This could harm our reputation as well as our revenues and profits.

In December 2008, Moody’s Investors Service changed the outlook on our ratings to negative and Standard & Poor’s lowered our long-term credit rating to A+ with stable outlook from AA- with negative outlook. In January 2009, Fitch Ratings placed our long-term credit rating on rating watch negative. Ratings downgrades may impact the cost and availability of our funding, collateral requirements and the willingness of counterparties to do business with us.

Such interventions involve significant amounts of money and have significant effects on both institutions that participate in them and institutions that do not participate including with respect to access to funding and capital and recruiting and retention of talent. Institutions that do not receive such government support may be in a position to preserve greater autonomy in their strategy, lending and compensation policy but may suffer competitive disadvantages on their cost base, in particular their cost of funding and of capital. They also may suffer a decline in depositor or investor confidence thus risking a loss of liquidity. Institutions that receive such government support will, as described above, have to make certain commitments and become subject to certain constraints.

In addition, despite the contingency plans we have in place, our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which we are located. This may include a disruption involving electrical, communications, transportation or other services used by us or third parties with which we conduct business, terrorist activities or disease pandemics.

Due to the nature of our business, we and our subsidiaries are involved in litigation, arbitration and regulatory proceedings in Germany and in a number of jurisdictions outside Germany, including the U.S. Such matters are subject to many uncertainties, and the outcome of individual matters is not predictable with assurance. We may settle litigation or regulatory proceedings prior to a final judgment or determination pursuant to which our liability is established and quantified. We may do so to avoid the cost, management efforts or negative business, regulatory or reputational consequences of continuing to contest liability, even when we believe we have valid defenses to liability. We may also do so when the potential economic, business, regulatory or reputational consequences of failing to prevail would be disproportionate to the costs of settlement. Furthermore, we may, for similar reasons, reimburse counterparties for losses incurred by them even in situations where we do not believe that we are legally compelled to do so. See “Item 8: Financial Information – Legal Proceedings” and Note [25] to our consolidated financial statements for information on our legal, regulatory and arbitration proceedings.

The financial impact of legal risks might be considerable but may be hard or impossible to estimate and so to quantify, so that amounts eventually paid may exceed the amount of reserves set aside to cover such risks. See “Item 5: Operational and Financial Review and Prospects – Significant Accounting Policies and Critical Accounting Estimates – Legal and Regulatory Contingencies and Tax Risks”.

The legal and commercial name of our company is Deutsche Bank Aktiengesellschaft. It is a stock corporation organized under the laws of Germany.

Deutsche Bank Aktiengesellschaft originated from the reunification of Norddeutsche Bank Aktiengesellschaft, Hamburg, Rheinisch-Westfälische Bank Aktiengesellschaft, Düsseldorf and Süddeutsche Bank Aktiengesellschaft, Munich. Pursuant to the Law on the Regional Scope of Credit Institutions, these were disincorporated in 1952 from Deutsche Bank, which had been founded in 1870. The merger and the name were entered in the Commercial Register of the District Court Frankfurt am Main on May 2, 1957.

We are registered under registration number HRB 30 000. Our registered address is Theodor-Heuss-Allee 70, 60486 Frankfurt am Main, Germany, and our telephone number is +49-69-910-00. Our agent in the United States is: Peter Sturzinger, Deutsche Bank Americas, c/o Office of the Secretary, 60 Wall Street, Mail Stop NYC60-4006, New York, NY 10005.

We have made the following significant capital expenditures or divestitures since January 1, 2008:

The following table shows our net revenues by geographical region, based on our management reporting systems.

The Management Board has the overall responsibility for the management of Deutsche Bank, as provided by the German Stock Corporation Act. Its members are appointed and removed by the Supervisory Board, which is a separate corporate body. Our Management Board focuses on strategic management, corporate governance, resource allocation, risk management and control, assisted by Functional Committees.

The Group Executive Committee (GEC), established in 2002, comprises the members of the Management Board, the heads of the business divisions within our client-facing group divisions, CIB and PCAM, and one member representing the management of our regions. The GEC is a body that is not required by the Stock Corporation Act. It serves as a tool to coordinate our businesses and regions. We believe this underscores our commitment to a virtual holding company structure.

Within each group division and region, coordination and management functions are handled by Operating Committees and Executive Committees, which helps ensure that the implementation of the strategy of individual businesses and the plans for the development of infrastructure areas are integrated with global business objectives.

worsening credit environment as the financial crisis spread to the wider economy. Central banks and governments intervened on an unprecedented scale, injecting liquidity in key markets and recapitalizing banks through direct equity stakes. Against the backdrop of these extremely challenging conditions, we were unable to reach all of our objectives in “Phase 3” of our management agenda. We were considerably less impacted than some of our peers by losses related to declines in the value of collateralized debt obligations and some other types of securities which were directly impacted by the credit crisis; however, our performance in 2008 was substantially and adversely affected by losses in certain sales and trading businesses, write-downs on leveraged loans and loan commitments, and lower revenues, notably from declining fee and commission income in our investment management activities.

We responded to these developments with a number of initiatives in 2008. We strengthened capital ratios and bolstered our funding base via capital market issuance and several other measures. We recalibrated our investment banking business model by reducing our exposure to, and activity in, certain businesses which have been directly impacted by the financial crisis, including global credit trading and some proprietary trading activities. We have also reduced legacy trading-book exposures in key areas such as leveraged finance and commercial real estate, and made substantial reductions in non-derivative trading assets. We continue to invest selectively in growth initiatives in our ‘stable’ businesses, balancing these investments with efficiency measures. At Group level, we are reducing complexity in our operations, standardizing processes across businesses and improving our functions through additional offshoring, which enables us to achieve cost savings by relocating certain activities to lower-cost locations. We have also initiated a review of our compensation procedures.

In Corporate Finance, we have built a powerful European franchise, and our principal strategic objective is to build a sustainable top-5 position globally, as measured by the industry fee pool. We aim to achieve this goal by building on our leading position in Europe; by growing market share, profitably, in the U.S. market; and by continuing to build our presence in important emerging growth markets. The financial crisis, and the impact of this crisis on the wider economy, caused a reduction in market activity in some corporate finance businesses, including highly-leveraged M&A and leveraged buyouts, initial public offerings, leveraged finance and commercial real estate, counterbalanced to some extent by demand for corporate restructuring and recapitalization, as the corporate client base reacts to a more difficult business environment. In response to these conditions, we are recalibrating our activities in Commercial Real Estate

via selective investments. In consumer banking, we are addressing margin compression via cost-efficiency measures. We also aim to fully leverage the growth of our customer and deposit base during 2008 and in prior years. In 2008 alone, PBC attracted 800,000 net new clients and € 19 billion in new customer deposits, which supports revenue generation in the future.

PBC’s commitment to growth in our home market – already underlined by our acquisitions of Berliner Bank and norisbank in 2006 and 2007, respectively – was further emphasized in February 2009 by our acquisition of a minority stake in Deutsche Postbank, Germany’s largest private retail bank, from Deutsche Post, Postbank’s parent. We also acquired mandatorily-exchangeable bonds issued by Deutsche Post which will be exchanged for an additional 27.4 % stake in Postbank in February 2012, as well as the exclusive option to acquire an additional 12.1 % stake between February 2012 and February 2013. If we acquired a majority stake in Postbank, the combined entity would enjoy a clear leadership position in retail banking in Germany (as measured by number of clients), and would serve nearly 30 million clients across Europe. In addition, we have reached an agreement with Postbank on comprehensive business cooperation regarding investment products, loans and partnerships in the areas of IT and sourcing. This agreement aims to deliver cost and revenue synergies for both parties.

Outside Germany, PBC aims to grow in “core” European markets: Italy, Spain, Portugal and Belgium. Our organic expansion in Poland continued in 2008, with growth in revenues and business volume, reflecting the expansion of our network in both advisory banking and consumer banking.

Capital management strategy. Focused management of capital has been a clearly-stated part of all phases of our management agenda. In the current difficult conditions, we view a strong capital base, liquidity and funding position as key assets. In 2008, we increased our Tier 1 capital over the course of the year from € 28.3 billion to € 31.1 billion. At the end of 2008, our Tier 1 capital ratio, as measured under Basel II, stood at 10.1 %, higher than at the beginning of the financial crisis. We also reduced our leverage ratio – the ratio of total assets to equity – during the second half of 2008. We remain committed to maintaining a Tier 1 capital ratio of approximately 10 % and to making further progress on bringing down our leverage ratio.

The Corporate and Investment Bank Group Division primarily serves large and medium-sized corporations, financial institutions and sovereign, public sector and multinational organizations. This group division generated 23 % of our net revenues in 2008, 62 % of our net revenues in 2007 and 66 % of our net revenues in 2006 (on the basis of our management reporting systems).

The Corporate and Investment Bank Group Division’s operations are predominantly located in the world’s primary financial centers, including London, New York, Frankfurt, Tokyo, Singapore and Hong Kong.

The businesses that comprise the Corporate and Investment Bank Group Division seek to reach and sustain a leading global position in corporate and institutional banking services, as measured by financial performance, market share, reputation and customer franchise, while making optimal usage of, and achieving optimal return on, our capital. The

In April 2006, we closed the purchase of a 30.99 % stake in Paternoster Limited, a UK life assurance company that is focused on bulk annuity purchases.

In February 2006 we closed the purchase of the remaining 60 % of United Financial Group (“UFG”), a Moscow investment bank, having purchased an initial 40 % stake in January 2004.

Within our Corporate Finance Business Division, our clients are offered mergers and acquisitions and general corporate finance advice, together with leveraged debt and equity origination services, and a variety of credit products and financial services. In addition, we provide a variety of financial services to the public sector. Corporate Finance also includes coverage functions related to corporate, financial and institutional clients globally.

Within Corporate Banking & Securities, we closed our Credit Proprietary trading business with remaining risk positions being transferred for ongoing management and liquidation by the relevant product trading management within our Sales and Trading businesses. In addition, we also further reduced our Equity Proprietary trading business over the course of 2008 with a particular reduction in both the number and size of our trading strategies during the fourth quarter in the light of the significant market disruptions and illiquidity following the failure of a large U.S. investment bank. We continue to be exposed to the risk of further losses for the remaining positions we hold, and have not managed to fully mitigate our risk. We will continue to conduct some proprietary trading, or trading on our own account, in addition to providing products and services to customers. Most of this trading is undertaken in the normal course of facilitating client business. For example, to facilitate customer flow business, traders will maintain long positions (accumulating securities) and short positions (selling securities we do not yet own) in a range of securities and derivative products, reducing the exposure to hedging transactions where appropriate. While these activities give rise to market and other risk, we do not view this as proprietary trading. However, we also use our capital to exploit market opportunities across all asset classes, and this is what we term proprietary trading.

All our trading activities, including proprietary trading, are covered by our risk management procedures and controls which are described in detail in “Item 11: Quantitative and Qualitative Disclosures about Credit, Market and Other Risk – Market Risk – Value-at-Risk Analysis.”

Customers can be differentiated into two main groups: (i) financial institutions, such as banks, mutual funds and retirement funds, broker-dealers, fund managers and insurance companies, and (ii) multinational corporations and large local corporates.

The Private Clients and Asset Management Group Division primarily serves retail and small corporate customers as well as affluent and wealthy clients and provides asset management services to retail and institutional clients. This group division generated 67 % of our net revenues in 2008 and 33 % of our net revenues in both 2007 and 2006 (on the basis of our management reporting systems).

At December 31, 2008, this group division included the following corporate divisions:

The Asset and Wealth Management (AWM) Corporate Division consists of the Asset Management Business Division (AM) and the Private Wealth Management Business Division (PWM). AWM Corporate Division’s operations are located in Europe, Middle East, Africa, the Americas and Asia.

The AWM Corporate Division is among the leading asset managers in the world as measured by total invested assets. The division serves a range of retail, private and institutional clients.

The Private & Business Clients (PBC) Corporate Division serves retail and affluent clients as well as small corporate customers in our key markets of Germany, Italy and Spain, as well as in Belgium, Portugal and Poland. This is complemented by our established market presence in India and China.

Our PWM Business Division, which includes wealth management for high net worth clients and ultra high net worth individuals, their families and selected institutions, is organized into regional teams specialized in their respective regional markets.

Among significant transactions, in December 2008 RREEF Alternative Investments acquired a significant minority interest in Rosen Real Estate Securities LLC (RRES), a long/short real estate investment advisor.

AM focuses primarily on active investing. Its products and services encompass a broad range of investment strategies and asset classes, and cover many industries and geographic regions. AM’s product offering includes mutual funds, structured products, commingled funds and separately managed accounts.

AM’s global retail brand is DWS. The product range of DWS covers all regions and sectors as well as many forms and styles of investment. DWS Investments is one of Europe’s leading retail asset managers and is the largest retail mutual fund management group in Germany (as measured by publicly available invested asset data, including Deutsche Bank fund products). DWS also operates in the U.S. and key markets in Asia-Pacific.

In the Alternative Investments business line, real estate, infrastructure and private equity funds of funds investment management products and services are offered under the RREEF brand. RREEF is one of the world’s largest real estate investment organizations (as reflected by publicly available invested asset data).

The Insurance platform provides clients with customized investment programs designed to address an insurer’s specific needs. It offers investment solutions across multiple asset classes, including traditional fixed income, equities, asset allocation services, and alternative asset classes such as hedge funds and real estate.

Institutional products and services are marketed under the DB Advisors brand. The Institutional business offers its clients access to AM’s full range of products and services, including both traditional and alternative investments. The single-manager/multi-manager hedge fund business operates within DB Advisors.

PWM provides a fully-integrated service offering for its clients based on dynamic strategic asset allocation including individual risk-management according to the clients’ risk/return profile.

PWM offers discretionary portfolio management, in which our portfolio managers have discretion to manage clients’ investments within the clients’ general guidelines. The portfolio managers invest client funds in various investment products, such as stocks, bonds, mutual funds, hedge funds and other alternative investments including derivatives, where appropriate. In addition, we offer wealth advisory services for actively-involved clients with customized investment advice via a unique combination of risk management and portfolio optimization.

PWM also provides brokerage services in which our relationship managers and client advisors provide investment advice to clients but we do not exercise investment discretion. An integrated approach to wealth management is the core of our advisory services. Our investment advice covers stocks, bonds, mutual funds, hedge funds and other alternative investments, including derivatives where appropriate. The relationship managers also advise their clients on the products of third parties in all asset classes. Furthermore, our solutions include wealth preservation strategies and succession planning, philanthropic advisory services, art advisory services, family office solutions and services for financial intermediaries.

In addition, the client advisors of the U.S. Private Client Services business focus on traditional brokerage offering and asset allocation, including a wide range of third party products.

A major competitive advantage for PWM is the fact that it is a private bank within Deutsche Bank, with its leading investment banking, corporate banking and asset management activities. In order to make optimal use of the potential offered by cross-divisional cooperation, since 2007 PWM has established Key Client Teams in order to serve clients with very complex assets and highly sophisticated needs. PWM offers these clients the opportunity to make direct additional purchases, coinvest in its private equity activities or obtain direct access to its trading units. Large entrepreneurial families are increasingly expecting wealth management and investment banking operations to work hand in hand. Cooperation with the corporate banking division also helps to identify potential PWM clients at a very early stage.

In 2008, we continued our balanced and profitable growth in selected European and Asian markets, supported by a comprehensive global growth and efficiency program including the opening of new branches, hiring of highly qualified sales staff and a plan to increase efficiency in our middle and back offices.

In the German core market, we were able to expand our already strong position by attracting new customers and business volume. In February 2009, after the acquisitions of Berliner Bank and norisbank in 2006 and 2007, we acquired a stake of 22.9 % in Germany’s largest private retail bank, Deutsche Postbank, and bonds of Postbank’s parent that are mandatorily exchangeable in February 2012 into an additional 27.4 % of Postbank’s shares, for a total consideration of € 3.8 billion. We also hold an exclusive option, exercisable between February 2012 and February 2013, to potentially increase our stake by an additional 12.1 %. We also agreed with Postbank on comprehensive business cooperation regarding investment products, loans and partnerships in the areas of IT and sourcing.

In Italy, we continued to open new branches and increased our client base substantially compared to last year. We also expanded our business in Spain, Belgium and, especially, in Portugal, where our network was further strengthened with the opening of new branches.

We also continued to invest in promising countries and business lines. After entering the Polish consumer finance market in February 2007, we have opened 120 “db-kredyt”-branded loan shops by the end of 2008. PBC’s entry into the consumer finance business is a meaningful addition to our Polish branch business and follows the PBC business model, which is successfully in use in Germany, Italy and Spain.

The development of PBC in Asia has also maintained momentum. PBC further invested in its strategic partnership with Hua Xia Bank in China and increased its shareholding from 9.9 % to 13.7 % by investing € 423 million. This investment was part of Hua Xia Bank’s private placement to its three biggest shareholders and was completed in October 2008. As part of the strategic partnership, we and Hua Xia Bank jointly have developed and distributed credit

In addition to our branch network and financial agents, we enter into country-specific distribution arrangements. In Germany, for example, we have a cooperation agreement with Deutsche Vermögensberatung AG (referred to as DVAG) whereby we distribute our mutual funds and other banking products through DVAG’s independent distribution network. We also work together with ADAC (Germany’s and Europe’s largest automobile club with more than 15 million members), with whom we have an exclusive sales cooperation agreement in place. In order to complement our product range, we have signed distribution agreements, in which PBC distributes the products of reputable product suppliers. These include an agreement with Zurich Financial Services for insurance products, and a strategic alliance with nine fund companies for the distribution of their investment products.

The Corporate Investments Group Division manages a portfolio containing certain alternative assets and other debt and equity positions. The portfolio includes our industrial holdings, certain private equity and venture capital investments, private equity fund investments, certain corporate real estate investments, our holding in Atradius N.V., certain credit exposures and certain other non-strategic investments. Historically, its mission has been to provide financial, strategic, operational and managerial capital to enhance the values of the portfolio companies in which the group division has invested.

We believe that the group division enhances the bank’s portfolio management and risk management capability.

Corporate Investments holds interests in a number of manufacturing and financial services corporations (our “Industrial Holdings”). The largest of these Industrial Holdings by market value at December 31, 2008 were interests of 2.7 % in Daimler AG and 2.4 % in Linde AG. Currently, over 91 % of our Industrial Holdings are in German corporations.

In 2008, we reduced our investment in Daimler AG from 4.4 % to 2.7 % and our investment in Linde AG from 5.2 % to 2.4 %. We sold our remaining stake in Allianz SE and our investment in Arcor AG & Co. KG.

In November 2008, Corporate Investments participated in a liquidity facility for Hypo Real Estate Group acquiring € 12.0 billion of collateralized notes.

In July 2008, Corporate Investments acquired a 7.6 % stake in Germany1 Acquisition Ltd., a vehicle established for the purpose of acquiring ownership in companies in Germany, Austria and Switzerland.

In February 2007, we signed a contract to acquire a 10 % stake in Dedalus GmbH & Co. KGaA, economically representing a 0.75 % participation in European Aeronautic Defence and Space Company EADS N.V. The transaction closed in March 2007.

The infrastructure group consists of our centralized business support areas and our Corporate Center. These support areas principally comprise control and service functions supporting the CIB and PCAM businesses. The Corporate Center comprises those functions that directly support the Management Board in its management of the Group.

This infrastructure group is organized to reflect the Management Board members’ areas of responsibilities into COO functions (e.g., information technology, global sourcing and human resources), CFO functions (e.g., finance, operations, tax, audit and insurance), CRO functions (e.g., risk management, treasury, legal and compliance), and CEO functions (e.g., corporate development and economics).

The Regional Management function covers regional responsibilities worldwide. Country heads and management committees are established in the regions to enhance client-focused product coordination across businesses and to ensure compliance with regulatory and control requirements, both from a local and Group perspective. In addition, in a global context, the Regional Management function represents regional interests at the Group level and enhances cross-regional coordination.

All expenses and revenues incurred within the Infrastructure and Regional Management areas are fully allocated to the Group Divisions CIB, PCAM and CI.

In Germany, our competitive environment is influenced by a division of the banking sector into three pillars: private sector banks such as Deutsche Bank, public sector banks (state banks, or Landesbanken, and savings banks) and cooperative banks. A number of foreign banks also operate in Germany. The public sector banks and the cooperative banks often collaborate closely with other banks within their respective pillar and thus operate as networks for most products. The different legal form of private sector banks, public sector banks and mutual banks impedes cross-pillar consolidation, and consequently consolidation has taken place within, rather than across, the three pillars described above. Public sector banks are only permitted to be owned by municipalities and other public bodies and are able to rely on unlimited state guarantees in various forms. Following an agreement between the European Commission and the German government, these arrangements have generally been discontinued for Landesbanken after July 18, 2005, subject to transition rules for liabilities existing on that date. For the savings banks which are mainly owned by municipalities and which are mainly engaged in retail business, these arrangements remain in force.

In Europe, consolidation in the banking industry has mainly taken place within individual countries. In September 2007, the European Union amended the rules on the review of bank mergers and acquisitions under bank regulatory

German financial market through the expropriation (with compensation) of its shareholders or the holders of financial instruments qualifying as own funds (Eigenmittel) of the financial institution if such expropriation is necessary to safeguard the stability of the financial market, and no other less restrictive legally and economically reasonable and equally effective means are available in order to achieve this goal.

The conditions under which banks may take advantage of such measures vary from country to country and in some cases such measures are only available to the parent bank of a group. Generally, participation by a bank is voluntary but in some cases has been politically encouraged. It may become mandatory if certain thresholds, such as predefined capital ratios, are no longer met. The eligibility to benefit from such measures is in some instances tied to certain commitments of the participating bank, such as lending to certain types of borrowers (for example, small and medium sized companies), adjustments to the bank’s business strategy, suspension of dividends and other profit distributions and limitations on the compensation of its executives.

Certain of the above-mentioned government intervention programs involve significant sums of money, but differences exist between the various national programs. They have significant effects both on banks that participate in them and on banks that do not participate. These effects relate, in particular, to access to funding and capital; the degree of strategic autonomy retained by participating financial institutions; executive compensation; and the recruiting and retention of talent. Banks which have not received direct government support, currently including Deutsche Bank, may be in a position to derive competitive advantage from preservation of strategic autonomy, and greater autonomy of lending policy or executive compensation policy. On the other hand, banks which have received direct government support may be in a position to derive competitive advantage from additional access to, or lower cost of, capital and funding. Non-participating banks also may suffer a decline in depositor or investor confidence thus risking a loss of liquidity.

Our private wealth management business faces fierce competition from the private banking and wealth management units of other global and regional financial service companies and from investment banks.

general regulations or guidelines that would affect the Bundesbank’s operations, such as rules on solvency, liquidity or large exposures of banks.

Generally, supervision by the BaFin and the Bundesbank applies on an unconsolidated basis (company only) and on a consolidated basis (the company and the entities consolidated with it for German regulatory purposes). Parent banks of a consolidated group may waive the application of capital adequacy requirements, large exposure limits and certain organizational requirements on an unconsolidated basis if certain conditions are met. We meet these conditions and have waived application of these rules since January 1, 2007.

We are materially in compliance with the German laws that are applicable to our business.

The Banking Act and the rules and regulations adopted thereunder implement certain recommendations of the Basel Committee on Banking Supervision (which we refer to as the Basel Committee), the secretariat of which is provided by the Bank for International Settlements, as well as certain European Union directives relating to banks. These directives address issues such as accounting standards, regulatory capital, risk-based capital adequacy, consolidated supervision and the monitoring and control of large exposures.

International capital adequacy standards, recommended by the Basel Committee in June 2004 and widely referred to as the Basel II capital framework, align capital requirements closely with the underlying risks. In 2006, the European Union enacted the Capital Requirements Directive, which adopts the Basel II capital framework. Germany transposed the Capital Requirements Directive effective as of January 1, 2007, subject to certain transition periods. Following the application of transitional rules in 2007 and approval by the BaFin of our internal rating models for measuring credit risk and operational risk, we have applied the revised capital framework on the basis of our approved internal models since January 1, 2008. As a result of the increased risk sensitivity of the Basel II framework, capital requirements will be more cyclical and may also increase compared to levels before application of the Basel II framework in times of economic downturn.

The Securities Trading Act also contains rules of conduct. These rules of conduct apply to all businesses that provide securities services. Securities services include, in particular, the purchase and sale of securities or derivatives for

same deduction applies for capital components that meet requirements similar to the foregoing under German insurance law and that a bank has provided to an insurance, reinsurance or insurance holding company, if the bank holds a direct or indirect participation in such other company, or holds (directly or indirectly) 20 % or more of the capital or voting rights of such other company. No such deduction is required if the bank and the relevant company form part of a financial conglomerate (Finanzkonglomerat).

For capital adequacy purposes, regulatory banking capital is subject to certain modifications (“modified available regulatory banking capital”). In particular, the following amounts are deducted in equal portions from the bank’s Tier 1 and Tier 2 capital:

Under the Solvency Regulation, at the close of each business day, a bank’s total net risk-weighted market price risk positions must not exceed the sum of:

Tier 3 capital consists of (i) net profits which would result from closing all trading book positions at the end of a given day minus all foreseeable expenses and distributions and minus losses resulting from the banking book which would likely arise upon a liquidation of the bank, unless such losses must be deducted from the bank’s regulatory banking capital pursuant to an order of the BaFin, (ii) subordinated debt with a minimum term of two years and the right of the bank to suspend payment of interest and principal if such payment were to result in a breach of the own funds requirements applicable to the bank, and (iii) positions not included in the bank’s Tier 2 capital because the amount of Tier 2 capital would otherwise exceed the bank’s Tier 1 capital, or the total amount of long-term subordinated debt would otherwise exceed 50 % of the bank’s Tier 1 capital.

report to the BaFin and the Bundesbank capital adequacy requirements and risk concentrations also on a conglomerate level. In addition, we are required to report significant conglomerate internal transactions. After determination of the applicable calculation method by the BaFin, the first capital adequacy calculation for the financial conglomerate was performed in 2008.

Since we have waived the application of capital adequacy requirements and large exposure limits on an unconsolidated basis beginning January 1, 2007, our compliance with such requirements is determined solely on a consolidated basis pursuant to consolidated financial statements prepared in accordance with IFRS.

Under German law, we are required to be audited annually by a certified public accountant (Wirtschaftsprüfer). The accountant is appointed at the shareholders’ meeting. However, the supervisory board mandates the accountant and supervises the audit. The BaFin must be informed of and may reject the accountant’s appointment.

The Banking Act requires that a bank’s auditor informs the BaFin of any facts that come to the accountant’s attention which would lead it to refuse to certify or to limit its certification of the bank’s annual financial statements or which would adversely affect the financial position of the bank. The auditor is also required to notify the BaFin in the event of a material breach by management of the articles of association or of any other applicable law.

The auditor is required to prepare a detailed and comprehensive annual audit report (Prüfungsbericht) for submission to the bank’s supervisory board, the BaFin and the Bundesbank.

If these measures are inadequate, the BaFin may revoke the bank’s license and, if appropriate, order the closure of the bank.

To avoid the insolvency of a bank, the BaFin may prohibit payments and disposals of assets, close the bank’s customer services, and prohibit the bank from accepting any payments other than payments of debts owed to the bank. Only the BaFin may file an application for the initiation of insolvency proceedings against a bank.

Violations of the Banking Act may result in criminal and administrative penalties.

In response to the current crisis on the financial markets, proposals are discussed to enhance the BaFin’s enforcement powers. One proposal is to empower the BaFin to instruct a bank that is in danger of defaulting on its obligations to increase its capital by issuing common stock to the newly created Financial-Market Stabilization Fund (Sonderfonds Finanzmarktstabilisierung) notwithstanding any shareholder resolutions to the contrary.

The investor compensation institutions collect and administer the contributions of the member banks and settle the compensation claims of investors in accordance with the Deposit Guarantee Act. In the event a bank’s financial condition leaves the bank permanently unable to repay deposits or perform its obligations under securities transactions, and the BaFin has published its determination to that effect, the Deposit Guarantee Act authorizes creditors of the bank to make claims against the bank’s investor compensation institution. Certain entities, such as banks, financial institutions (Finanzinstitute), insurance companies, investment funds, the Federal Republic of Germany, the German federal states, municipalities and medium-sized and large corporations, are not eligible to make such claims.

Investor compensation institutions are liable only for obligations resulting from deposits and securities transactions that are denominated in euro or the currency of a contracting state to the Agreement on the European Economic Area. Investor compensation institutions are not liable for obligations represented by instruments in bearer form or negotiable by endorsement. Investor compensation institutions’ liabilities for failed banks are limited to 90 % of the aggregate value of each creditor’s deposits with the bank and to 90 % of the aggregate value of obligations arising from securities transactions. The maximum liability of an investor compensation institution to any one creditor is limited to € 20,000. In February 2009, the Federal government introduced a bill to amend the Deposit Guarantee Act by raising the limit to € 50,000 from June 30, 2009 onwards and to € 100,000 from December 31, 2010 onwards and to provide for 100 % coverage within these limits. This amendment will transpose a European directive expected to be passed this spring.

Banks are obliged to make annual contributions to the investor compensation institution in which they participate. An investor compensation institution must levy special contributions on the banks participating therein or take up loans, whenever it is necessary to settle compensation claims by such institution in accordance with the Deposit Guarantee

DBTCA is a New York state-chartered bank and a member of the Federal Reserve System, and its deposits are insured by the Federal Deposit Insurance Corporation (the FDIC). As such, DBTCA is subject to regulation, supervision and examination by the Federal Reserve System and the New York State Banking Department and to relevant FDIC regulation. Deutsche Bank Trust Company Delaware is a Delaware state-chartered bank which is not a member of the Federal Reserve System. As a state non-member bank the deposits of which are insured by the FDIC, it is subject to regulation, supervision and examination by the FDIC and the Office of the State Bank Commissioner of Delaware. Our New York branch is supervised by the Federal Reserve System and the New York State Banking Department, but its deposits are not insured (or eligible to be insured) by the FDIC. Our federally-chartered nondeposit trust companies are subject to regulation, supervision and examination by the Office of the Comptroller of the Currency. Certain of our subsidiaries are also subject to regulation, supervision and examination by state banking regulators of certain states in which we conduct banking operations, including New Jersey.

We are required to obtain the prior approval of the Federal Reserve Board before directly or indirectly acquiring the ownership or control of more than 5 % of any class of voting shares of U.S. banks, certain other depository institutions, and bank or depository institution holding companies. Under the Bank Holding Company Act and Federal Reserve Board regulations, our U.S. banking operations (including our New York branch and DBTCA) are also restricted from engaging in certain “tying” arrangements involving products and services.

Our two U.S. insured bank subsidiaries are subject to requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be made and the interest that may be charged thereon, and limitations on the types of investments that may be made and the types of services that may be offered. Various consumer laws and regulations also affect the operations of these subsidiaries.

Under U.S. law, our activities and those of our subsidiaries are generally limited to the business of banking, managing or controlling banks, and other activities that the Federal Reserve Board has determined to be a proper incident to banking or managing or controlling banks. Following the Gramm-Leach Bliley Act of 1999 (the GLB Act), however, qualifying bank holding companies and foreign banks that become financial holding companies may engage in a substantially broader range of nonbanking activities in the United States, including securities, merchant banking, insurance and other financial activities, in many cases, without prior notice to, or approval from, the Federal Reserve Board or any other U.S. banking regulator. We became a financial holding company in March 2000 and, so long as we maintain that designation, we are able to engage in this broader range of activities. As a non-U.S. bank, we are generally authorized under the Bank Holding Company Act and Federal Reserve Board regulations to acquire a non-U.S. company engaged in nonfinancial activities provided that the company’s U.S. operations do not exceed thresholds specified in Federal Reserve Board regulations and certain other conditions are met. In addition, under the merchant banking authority granted by the GLB Act and Federal Reserve Board regulations, we and our nonbank subsidiaries may, as a general matter, invest in companies that engage in activities that are not financial in nature, as long as we limit the duration of the investment to ten (and, in certain cases, fifteen) years, do not routinely manage any such portfolio company and do not engage in any cross-marketing with our U.S. branch or bank subsidiaries.