Deutsche Postbank in its €1 Billion Capital Increase

December 2, 2008

Cleary Gottlieb represented Deutsche Postbank AG in a €1 billion rights offering of 54.8 million new shares at a subscription price of €18.25 per share. The transaction consisted of a public offering in Germany, as well as private placements to certain institutional investors outside the United States of America (with the exception of Australia, Canada and Japan) in reliance on Regulation S, and private placements in the United States of America to qualified institutional buyers in reliance on Rule 144A. The rights offering and the private placements closed on November 27 and December 2, respectively.

Deutsche Post AG, which at the time held 50% plus one share of Postbank’s share capital, exercised all subscription rights attributable to its existing Postbank shares and purchased all new shares which were not placed with other investors. Following the transaction Deutsche Post holds 62.3% of Postbank’s share capital.

With 14.2 million active domestic customers, approximately 21,500 employees and total assets of more than €218 billion, Postbank is one of Germany’s major providers of banking and other financial services. The main focus of its business is on retail banking. In addition, business with corporate customers (payment transactions, financing) and processing services are also significant. Postbank is a multi-channel bank that distributes its retail banking products through branch outlets, mobile distribution, direct banking and call centers as well as via third-party brokers and cooperation partners.

Cleary Gottlieb also represented Deutsche Postbank AG in Deutsche Post’s sale of a 29.75% minority stake in Postbank to Deutsche Bank AG. In the past, Cleary Gottlieb represented Postbank in several important transactions such as in its IPO in 2004, its takeover of BHW Holding AG in 2005 and in several tier 1 offerings.