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INFORMATION MEMORANDUM BRSENZULASSUNGSPROSPEKT gemß § 44 Brsenzulassungs- Verordnung Deutsche Bahn Aktiengesellschaft (Berlin, Federal Republic of Germany) Deutsche Bahn Finance B.V. (Amsterdam, The Netherlands) 7 5,000,000,000 Debt Issuance Programme The notes (the “Notes”) to be issued under the 5 5,000,000,000 Debt Issuance Programme (the “Pro- gramme”) are admitted for official quotation on the Frankfurt Stock Exchange and application has been made to list the Notes to be issued under the Programme on the Luxembourg Stock Exchange. Notes issued under the Programme may also be listed on an alternative stock exchange or may not be listed at all. The payments of all amounts due in respect of the Notes issued by Deutsche Bahn Finance B.V. will be unconditionally and irrevocably guaranteed by Deutsche Bahn Aktiengesellschaft. Arranger Deutsche Bank Dealers ABN AMRO Deutsche Bank DZ BANK AG Dresdner Kleinwort Wasserstein Merrill Lynch International MORGAN STANLEY Schroder Salomon Smith Barney SG Investment Banking UBS Warburg Westdeutsche Landesbank Girozentrale The date of this Information Memorandum (which for purposes of a listing of Notes serves as “Brsenzulassungsprospekt”) is 11 July 2002. This Information Memorandum replaces the Informa- tion Memorandum dated 27 June 2001 and is valid for one year from the date hereof. Deutsche Bahn Aktiengesellschaft (“Deutsche Bahn AG”, “Deutsche Bahn”, or “DB AG” and together with its subsidiaries and affiliates “DB Group”), Deutsche Bahn Finance B.V. (herein also referred to as “Issuer” and together the “Issuers”) and Deutsche Bahn Aktiengesellschaft in its capacity as guar- antor (the “Guarantor”) and the banks named on page 203 jointly and severally accept responsibility for the information contained in this Information Memorandum. To the best of the knowledge and belief of the Issuers and the Guarantor (each of which has taken all reasonable care to ensure that such is the case), the information contained in the Information Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. References herein to the “Programme Date” are to the date specified on the cover of this Information Memorandum. This Information Memorandum should be read and construed with any amendment or supplement thereto and with any other documents incorporated by reference (according to the rules of the Luxembourg Stock Exchange) and, in relation to any Series (as defined herein) of Notes, should be read and construed together with the relevant Pricing Supplement(s) (as defined herein). Each of the Issuers and the Guarantor has confirmed to the dealers as set forth on the cover page (the “Dealers”) that this Information Memorandum is true, accurate and complete in all material respects and is not misleading; that any opinions and intentions expressed by each of them therein are hon- estly held and based on reasonable assumptions; that there are no other facts with respect to any of the Issuers and the Guarantor the omission of which would make this Information Memorandum as a whole or any statement therein or opinions or intentions expressed therein misleading in any mate- rial respect; and that all reasonable enquiries have been made to verify the foregoing. No person has been authorised by either of the Issuer or the Guarantor to give any information or to make any representation not contained in or not consistent with this Information Memorandum or any other document entered into in relation to the Programme or any information supplied by either Issuer or the Guarantor or any other information in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuers, the Guarantor, the Dealers or any of them. The Dealers do not constitute an underwriting syndicate or otherwise take responsibility for the sub- scription, sale or other matters in connection with any issue of Notes under this Programme except to the extent that any Dealer takes part in such issue as manager, underwriter, selling agent or in similar capacity. The delivery of this Information Memorandum and the statement on the cover page that it is valid for one year from the date hereof do not imply any assurance by the Issuers, the Guarantor or any Dealer that this Information Memorandum will continue to be correct at all times during such one-year period except that the Issuers and the Guarantor will publish a supplement to this Informa- tion Memorandum if and when required pursuant to § 44 and § 52 (2) of the German Stock Exchange Admissions Regulation in the event of certain material changes occuring subsequent to the publica- tion of this Information Memorandum and prior to the listing of any Notes issued under the Pro- gramme. No representation or warranty is made or implied by the Dealer or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates make any representation or warranty or accept any responsibility, as to the accuracy or completeness of the information contained in this Information Memorandum. The distribution of this Information Memorandum and any Pricing Supplement and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose pos- session this Information Memorandum or any Pricing Supplement comes are required by the Issuers and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Instruments and on the distribution of the Infor- mation Memorandum or any Pricing Supplement and other offering material relating to the Notes, see “Subscription and Sale”. In particular, Notes have not been and will not be registered under the United States Securities Act of 1933 (as amended) and may include Notes in bearer form which are subject to U.S. tax law require- 2 ments. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. Neither this Information Memorandum nor any Pricing Supplement may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicita- tion. This document may only be communicated or caused to be communicated in the UK in circum- stances in which section 21(1) of the Financial Services and Markets Act 2000 (“FSMA”) does not apply. Neither the Information Memorandum nor any Pricing Supplement may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. Neither the Information Memorandum nor any Pricing Supplement constitutes an offer or an invita- tion to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuers, the Guarantor, the Dealers or any of them that any recipient of this Information Memo- randum or any Pricing Supplement should subscribe for or purchase any Notes. Each recipient of this Information Memorandum or any Pricing Supplement shall be taken to have made its own appraisal of the condition (financial or otherwise) of the Issuers and the Guarantor. In connection with the issue of any Tranche (as defined herein) of Notes under the Programme, the Dealer (if any) who is specified in the relevant Pricing Supplement as the stabilising institution or any person acting for him may over-allot or effect transactions with a view to supporting the market price of the Notes of the Series of which such Tranche forms part and any associated securities at a level higher than that which might otherwise prevail for a limited period after the issue date. However, there may be no obligation on the stabilising institution to do this. Such stabilising, if commenced, may be discontinued at any time, and must be brought to an end after a limited period. Such stabilis- ing shall be in compliance with all apllicable laws, regulations and rules. In this Information Memorandum, all references to “5”, “Eur”, “euro” or “Euro”are to the single cur- rency which was introduced on 1 January 1999 with the start of the third stage of European Economic and Monetary Union by which date the euro became the legal currency in eleven member states of the European Union. As of 1 January 2002 the euro is no longer subdivided into the national currency units of the member states of the European Union participating in the European Economic and Mone- tary Union. Where references are made to such national currency units these references shall be read as references to the euro taking into account the respective conversion rates. Schroder is a trademark of Schroders Holdings plc and is used under licence by Salomon Brothers International Limited. 3 TABLE OF CONTENTS Page Summary of the Programme . 5 Issue Procedures. 10 Terms and Conditions of the Notes (German language version) . 12 Terms and Conditions of the Notes (English language version) . 29 Form of Guarantee/Muster der Garantie . 45 Form of Pricing Supplement/Muster-Konditionenblatt . 51 Deutsche Bahn Aktiengesellschaft Establishment, Duration and Seat . 64 Objects......................................................................... 64 Share Capital . 64 Capitalisation. 65 Financial Year. 65 Principles of Cooperation within the DB Group . 65 Liability for Obligations of DB AG. 65 Financial Relationships to the Federal Republic of Germany or the Federal States . 66 Corporate Bodies and Management . 68 Liabilities . 71 Shareholders’ Meeting. 71 Independent Accountants . 71 Group Management Report. 72 Financial Statements DB Group . 151 Recent Developments and Outlook . 174 Deutsche Bahn Finance B.V. Incorporation, Duration and Registered Seat . 175 Purpose........................................................................

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