#1Deutsche Bank Corporate Banking & Securities Discussion materials Project Fresh July 15, 2013 Passion to Perform CONFIDENTIAL Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States. DRAFT 7#2#3#4sood sugegobeu Debt financing Weeks: Board forms Special Committee (SC) /hires advisors DHM/advisors meeting with SC / advisors DHM requests access to confidential info, NDA neg Dawn starts providing information DHM advisors conduct due diligence SC discussion: proposal/resp/Lazard pres. DHM/SC Chairman meet to discuss response Negotiations/potential market check DHM/SC agree on price Negotiation of definitive agreements Transaction signing/announcement DB reviews DD info and prepares summary for other banks Illustrative timeline Proxy process Other banks invited Due diligence-all banks Banks provide commitments Meetings with rating agencies Launch and market loan/HY notes Financing pricing/closing Due digence-all banks Meetings with rating agencies Banks provide commitments on loan portion Launch and market HY notes Financing pricing / closing Finalize and le proxy SEC (including comments) Shareholder review HSR waiting period Shareholder vole Deutsche Bank Corporate Banking & Securities Illustrative timeline September July August October 17 24 18 15 22 29 5 12 19 26 2 9 16 23 30 7 14 21 28 November Dec 4 11 18 25 1 2-3 weeks Sensitivity Timing will depend on speed of Lazard Expect meeting week after SC discussion 4-6 week market check; SC could agree to a go-shop deal without a market check 2-3 weeks 4 week minimum 4 week minimum 4 weeks 7 DRAFT Tender process could save up to 6 weeks 2#5#6