09:52     DB-YZ CM@EC0510<03736> - Announcement (1)                           

    The Stock Exchange of Hong Kong Limited (the "Stock Exchange") takes no   
    responsibility for the contents of this announcement, makes no            
    representation as to its accuracy or completeness and expressly           
    disclaims any liability whatsoever for any loss howsoever arising from    
    or in reliance upon the whole or any part of the contents of this         
    announcement.                                                             
                                                                              
    DEUTSCHE BANK AG                                                          
    (incorporated under the laws of Federal Republic of Germany)              
    acting through its London Branch                                          
                                                                              
    Derivative Warrants                                                       
    Matters arising from the bonus issue of                                   
    Yanzhou Coal Mining Company Limited ("Yanzhou")                           
                                                                              
    Announcement                                                              
                                                                              
    This announcement sets out details of adjustments to derivative           
    warrants on Yanzhou issued by Deutsche Bank AG (the "Issuer"), acting     
    through its London Branch following the proposed bonus issue of           
    Yanzhou. These adjustments are expected to be effective on and from 26    
    May 2005. The purpose of these adjustments is to ensure that, as far as   
    possible, the value of the warrants remains unchanged immediately         
    before and immediately after the bonus issue.                             
                                                                              
    Introduction                                                              
                                                                              
    In announcements dated 25 April 2005 and 13 May 2005 (the                 
    "Announcements"), Yanzhou announced, amongst other things, the proposed   
    issue of bonus shares ("Bonus Issue") through capitalisation of the       
    capital reserve of Yanzhou on the basis of six bonus shares for every     
    ten existing shares of RMB 1.00 each ("Share"). The Bonus Issue is        
    subject to the approval of the shareholders of Yanzhou at the annual      
    general meeting to be held on 28 June 2005. Please refer to the           
    Announcements for further details.                                        
                                                                              
    The date ("Ex-Date") on which the Shares are expected to commence         
    trading on anex-Bonus Issue basis is 26 May 2005.                         
                                                                              
    In relation to the Bonus Issue, the Issuer wishes to make certain         
    adjustments to all unexpired derivative warrants relating to the Shares   
    in accordance with the terms and conditions of such warrants.             
                                                                              
    Warrants Affected                                                         
                                                                              
    The details of the warrants subject to adjustment (the "Warrants") are    
    as follows:                                                               
                                                                              
    Stock Short                               Exercise                        
    Name             Stock Code  Call/Put       Amount                        
                                                                              
    DB-YZ CM@EC0510        3736      Call  10 Warrants                        
                                                                              
       Existing         Existing     Board                                    
    Entitlement   Exercise Price       Lot      Expiry Date                   
                                                                              
        1 Share         HK$12.20    20,000  31 October 2005                   
                 per 10 Warrants  Warrants                                    
    Under the current terms and conditions of the Warrants, the Cash          
    Settlement Amount for every Exercise Amount is equal to: (1) the          
    Entitlement (subject to adjustment as provided in Condition 6)            
    multiplied by (i) the arithmetic mean of the closing price of the         
    Shares (as derived from the Daily Quotation Sheet of the Stock            
    Exchange, subject to adjustment) for each Valuation Date (being each of   
    the five Business Days immediately preceding the Expiry Date) less (ii)   
    the Exercise Price (subject to adjustment as provided in Condition 6);    
    less (2) the Exercise Expenses (as defined in the terms and conditions    
    of the Warrants).                                                         
                                                                              
    Proposed Adjustments                                                      
                                                                              
    The Issuer proposes to make the following adjustments to the Warrants     
    in accordance with Condition 6(b) of the Warrants.                        
                                                                              
    (a)  Entitlement                                                          
                                                                              
    The Entitlement will be adjusted as follows:                              
                                                                              
    Adjusted Entitlement = (1 + N) x E                                        
                                                                              
    Where:                                                                    
                                                                              
    E   =   1 Share (being the existing Entitlement immediately prior to      
            the Bonus Issue)