Obligation Deutsch Bank 4.296% ( US251525AM33 ) en USD

Deutsch Bank

99.5 % ⇌

Allemagne

US251525AM33 ( en USD )

4.296% par an ( paiement semestriel )

23/05/2028

Prospectus brochure de l'obligation Deutsche Bank US251525AM33 en USD 4.296%, échéance 23/05/2028

251525AM3

24/11/2025 ( Dans 70 jours )

Deutsche Bank est une banque universelle allemande, offrant une large gamme de services financiers aux particuliers, entreprises et institutions, opérant à l'échelle mondiale.

L'obligation corporative identifiée par le code ISIN US251525AM33 (et CUSIP 251525AM3) est une émission de Deutsche Bank, une institution financière d'envergure internationale basée en Allemagne et un acteur majeur du secteur bancaire mondial, et elle est actuellement négociée sur le marché à 99.5% de sa valeur nominale, libellée en dollars américains (USD), offrant un taux d'intérêt nominal de 4.296% avec des paiements bi-annuels jusqu'à sa date de maturité fixée au 23 mai 2028.

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424B2 1 d540107d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee
$1,500,000,000 Fixed to Fixed Reset Rate Subordinated Tier 2 Notes of Deutsche Bank Aktiengesellschaft

$1,500,000,000

$204,600 (1)

(1) Based upon the registration of $1,500,000,000, a filing fee of $204,600 has been calculated and paid by Deutsche Bank Aktiengesellschaft in accordance with
Rule 457(r).
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Prospectus Supplement
Registration Statement No. 333-184193
To Prospectus dated September 28, 2012,
dated September 28, 2012;
as may be amended
Rule 424(b)(2)

$1,500,000,000 Fixed to Fixed Reset Rate
Subordinated Tier 2 Notes due 2028

We, Deutsche Bank Aktiengesellschaft, are issuing $1,500,000,000 aggregate principal amount of fixed to fixed reset rate subordinated Tier 2 notes, which we
refer to as the "Subordinated Notes," due May 24, 2028, which we refer to as the "Maturity Date." Subject to any redemption prior to the Maturity Date, as described
below, the Subordinated Notes will bear interest (i) from (and including) the date of issuance to (but excluding) May 24, 2023, which we refer to as the "Reset Date,"
at a rate of 4.296% per year and (ii) from (and including) the Reset Date to (but excluding) the Maturity Date at a rate per year which will be 2.2475% above the 5 year
Swap Rate (which we define below). Interest on the Subordinated Notes will be payable semi-annually in arrears on May 24 and November 24 of each year,
commencing on November 24, 2013.
The Subordinated Notes constitute our direct, unconditional, unsecured and subordinated obligations and will be subordinate to the claims of our unsubordinated
creditors. They will rank at least on parity with the claims of the holders of all our other subordinated indebtedness, except that they will rank in priority to the claims
of the holders of any of our subordinated indebtedness that by its express terms is stated to rank junior to the Subordinated Notes. The claims for interest, repayment and
any other claims under the Subordinated Notes will be subordinated in the event of our insolvency or liquidation to the claims of all other creditors which are not also
subordinated and will, in any such event, only be satisfied after all claims against us which are not subordinated have been satisfied. The ranking of our obligations will
be as provided in the subordinated indenture between us and Wilmington Trust, National Association, as trustee.
We may redeem all, but not some, of the Subordinated Notes at 100% of their principal amount plus accrued but unpaid interest (i) on the Reset Date, (ii) upon
the occurrence of certain tax events or (iii) upon the occurrence of certain regulatory events. Any redemption due to tax or regulatory events shall be subject to a
requirement to give notice to or obtain the consent of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and/or
any other regulator that has supervisory authority with respect to us at that time, as described in this prospectus supplement. In addition, once CRD 4/CRR (which we
define below) has taken effect in the Federal Republic of Germany, we will only be permitted to redeem the Subordinated Notes if, when and to the extent the
redemption is not prohibited by CRD 4/CRR.
We intend to apply to list the Subordinated Notes on the New York Stock Exchange in accordance with its rules.

Investing in the Subordinated Notes involves risks. See "Risk Factors" beginning on page PS-8 and as incorporated by reference herein for a discussion
of certain factors that you should consider.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Subordinated Notes are not deposits or savings accounts but are our unsecured obligations. The Subordinated Notes are not insured by the Federal
Deposit Insurance Corporation or any other U.S. or foreign governmental agency.

Underwriting Discounts
Proceeds, before

Price to Public(1)
and Commissions

Expenses, to us(1)
Per Subordinated Note

$
200,000
$
1,100
$
198,900
Total

$1,500,000,000
$
8,250,000
$1,491,750,000
(1) We will pay the underwriter compensation of $1,100 per Subordinated Note. Total underwriting discounts and commissions payable by us will be $8,250,000.
The initial price to public set forth above does not include accrued interest, if any. Interest on the Subordinated Notes will accrue from May 24, 2013 and must be
paid by the purchaser if the Subordinated Notes are delivered after that date.
We expect that the Subordinated Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company and its participants on or
about May 24, 2013. We will issue the Subordinated Notes in denominations of $200,000 and integral multiples of $1,000 in excess thereof.
Because Deutsche Bank Securities Inc. is both our affiliate and a member of the Financial Industry Regulatory Authority, Inc., the offering of the Subordinated
Notes will be conducted in accordance with the applicable provisions of FINRA Rule 5121. For more information, see the "Plan of Distribution (Conflicts of
Interest)" section of this prospectus supplement.

Lead Book-Running Manager
Deutsche Bank Securities
Co-Managers
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ABN AMRO

Banco Bilbao Vizcaya Argentaria, S.A.

Banca IMI
BofA Merrill Lynch

BB&T Capital Markets

Credit Agricole CIB

COMMERZBANK
Credit Suisse

DZ BANK AG

ING

Lloyds Securities
RB International Markets (USA)

Regions Securities LLC

Scotiabank

SEB
SMBC Nikko

SOCIETE GENERALE

Swedbank

UniCredit Bank

The date of this Prospectus Supplement is May 21, 2013.
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ABOUT THIS PROSPECTUS SUPPLEMENT
In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not authorized anyone to give you any additional or different information. The information in this prospectus supplement and the
accompanying prospectus may be accurate only as of the dates of each of these documents, respectively.
The Subordinated Notes are not appropriate for all investors, and involve important legal and tax consequences and investment risks, which you should discuss
with your professional advisers.
In this prospectus supplement, "we," "us" and "our" refer to Deutsche Bank AG.
We are offering to sell, and are seeking offers to buy, the Subordinated Notes only in jurisdictions where such offers and sales are permitted. Neither
this prospectus supplement nor the accompanying prospectus constitutes an offer to sell, or a solicitation of an offer to buy, any Subordinated Notes by any
person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. Neither the delivery of this prospectus supplement or the
accompanying prospectus, nor any sale made hereunder and thereunder shall, under any circumstances, create any implication that there has been no change in
the affairs of Deutsche Bank AG since the date hereof or that the information contained or incorporated by reference herein or therein is correct as of any
time subsequent to the date of such information.
You must (i) comply with all applicable laws and regulations in force in any jurisdiction in connection with the possession or distribution of this prospectus
supplement and the accompanying prospectus and the purchase, offer or sale of the Subordinated Notes and (ii) obtain any consent, approval or permission
required to be obtained by you for the purchase, offer or sale by you of the Subordinated Notes under the laws and regulations applicable to you in force in any
jurisdiction to which you are subject or in which you make such purchases, offers or sales; neither we nor the underwriters shall have any responsibility
therefor.
This prospectus supplement and the accompanying prospectus are only being distributed to and are only directed at (i) persons who are outside the United
Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as "relevant persons"). The Subordinated Notes are only available to, and any invitation, offer or agreement to subscribe for, purchase or
otherwise acquire such Subordinated Notes will be engaged only with, relevant persons. Any person who is not a relevant person should not act or rely on this
prospectus supplement or the accompanying prospectus, or any of their respective contents.

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SUMMARY
The following summary describes the Subordinated Notes in general terms only. You should read the summary together with the more detailed information
contained in this prospectus supplement and the accompanying prospectus.

Issuer

Deutsche Bank AG.
Securities Offered
$1,500,000,000 aggregate principal amount of fixed to fixed reset rate subordinated Tier 2 notes due 2028, which we

refer to as the "Subordinated Notes".
Issue Date

May 24, 2013.
Maturity Date
We will repay the Subordinated Notes at 100% of their principal amount plus accrued and unpaid interest on May 24,

2028, unless we redeem them earlier as described in "Description of the Subordinated Notes--Redemption."
Price to Public

100%.
Fixed Interest Rate
From (and including) the date of issuance through (but excluding) May 24, 2023, which we refer to as the "Reset

Date," 4.296% per year.
Fixed Reset Interest Rate
From (and including) the Reset Date to (but excluding) the Maturity Date, a rate per year which will be 2.2475% above
the 5 year Swap Rate (which we describe in "Description of the Subordinated Notes--Payments on the Subordinated

Notes" below).
Interest Payment Dates

May 24 and November 24 in each year commencing on November 24, 2013.
Regular Record Dates
The Business Day preceding the relevant interest payment date. The term "Business Day" means a day on which
commercial banks and foreign exchange markets settle payments and are open for general business (including dealing

in foreign exchange and foreign currency deposits) in New York City and London.
Ranking
The Subordinated Notes constitute our direct, unconditional, unsecured and subordinated obligations and will be
subordinate to the claims of our unsubordinated creditors. They will rank at least on parity with the claims of the
holders of all our other subordinated indebtedness, except that they will rank in priority to the claims of the holders of
any of our subordinated indebtedness that by its express terms is stated to rank junior to the Subordinated Notes. Any
right to set off any claims for interest, repayment and any other claims under the Subordinated Notes, which we refer to
as "Payment Claims," against claims of ours will be excluded. No collateral or guarantee will be given to secure
Payment Claims. The Payment Claims will be subordinated in the event of our insolvency or liquidation to the claims

of all other creditors which are

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not also subordinated and will, in any such event, only be satisfied after all claims against us which are not
subordinated have been satisfied, and no subsequent agreement may limit the subordination provisions applicable to
the Subordinated Notes, amend their maturity date or redemption date to an earlier date or shorten any applicable
notice period. Prior to our insolvency or liquidation, the Payment Claims will be subject to applicable German law
implementing a bank regulatory recovery and resolution regime over us that provides for the reduction, including to
zero, of any such Payment Claims or the conversion of all or part of such Payment Claims to an equity interest, and no
holder of the Subordinated Notes will have any claim against us in connection with or arising out of the application of
any such German law. We are currently supervised by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht), which we refer to as the "BaFin," and we refer to the BaFin or
any other competent authority assuming the relevant supervisory functions currently performed by the BaFin as the

"Relevant Regulator."
No Security

Neither we nor anyone else will provide any security for the rights of holders of the Subordinated Notes.
Further Issues
We may, from time to time, without the consent of the holders of the Subordinated Notes, issue additional notes under
the Subordinated Indenture, having the same ranking and same interest rate, maturity date, redemption terms and other
terms, except for the price to the public and issue date. Any such additional notes, together with the Subordinated Notes
offered by this prospectus supplement, may constitute a single series of Subordinated Notes under the Subordinated
Indenture, provided that if such additional notes have the same CUSIP, ISIN or other identifying number as the
outstanding Subordinated Notes, such additional notes must either (i) be issued with no more than a de minimis amount
of original issue discount for U.S. federal income tax purposes or (ii) be otherwise issued in a qualified reopening for

U.S. federal income tax purposes.
Optional Redemption
We may redeem all, but not some, of the Subordinated Notes at our option, at 100% of their principal amount together
with accrued interest, on the Reset Date, as described under "Description of the Subordinated Notes--Redemption
--Optional Redemption." Once CRD 4/CRR (as defined herein) has taken effect in the Federal Republic of Germany,

we will only be permitted

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to redeem the Subordinated Notes if, when and to the extent not prohibited by CRD 4/CRR as then in effect in the

Federal Republic of Germany.
Tax Redemption
We may redeem all, but not some, of the Subordinated Notes at our option at any time prior to maturity, at 100% of their
principal amount together with accrued but unpaid interest, in the event of certain changes in the tax laws of the Federal
Republic of Germany or the United States, and in other limited circumstances as described under "Description of the
Subordinated Notes--Redemption--Tax Redemption" in this prospectus supplement. Any such redemption will be
subject to a requirement to give notice to or obtain the consent of the Relevant Regulator. In addition, once CRD 4/CRR
(as defined herein) has taken effect in the Federal Republic of Germany, we will only be permitted to redeem the
Subordinated Notes if, when and to the extent not prohibited by CRD 4/CRR as then in effect in the Federal Republic

of Germany.
Regulatory Redemption
We may redeem all, but not some, of the Subordinated Notes at our option at any time prior to maturity, at 100% of their
principal amount together with accrued but unpaid interest, in the event of certain regulatory changes that result in the
principal amount of the Subordinated Notes being fully excluded from our Tier 2 Capital, as described under
"Description of the Subordinated Notes--Redemption--Redemption due to a Capital Disqualification Event" in this
prospectus supplement. Any such redemption will be subject to a requirement to give notice to or obtain the consent of
the Relevant Regulator. In addition, once CRD 4/CRR (as defined herein) has taken effect in the Federal Republic of
Germany, we will only be permitted to redeem the Subordinated Notes if, when and to the extent not prohibited by

CRD 4/CRR as then in effect in the Federal Republic of Germany.
Repayment Obligation
If we redeem or repurchase any Subordinated Notes before the date on which such redemption or repurchase is
permitted under their terms (other than a tax redemption or a redemption due to a Capital Disqualification Event)
otherwise than in accordance with the German Banking Act (Kreditwesengesetz), then any amounts paid must be
returned to us irrespective of any agreement to the contrary, unless the Subordinated Notes we so redeemed or
repurchased have been replaced by other regulatory banking capital (haftendes Eigenkapital) of at least equal status
within the meaning of the German Banking Act, or the Relevant Regulator has consented to such redemption or

repurchase.
Book-Entry Issuance, Settlement and
We will issue the Subordinated Notes in fully registered form in denominations of $200,000 and integral multiples of
Clearance
$1,000 in excess thereof. The Subordinated Notes will be represented by one or more global securities registered in

the name of a nominee of

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the Depositary. You will hold beneficial interests in the Subordinated Notes through The Depository Trust Company
(which we refer to as the "Depositary") and its direct and indirect participants, including Clearstream Banking,
société anonyme (which we refer to as "Clearstream, Luxembourg") and Euroclear Bank SA/NV (which we refer to
as "Euroclear"), and the Depositary and its direct and indirect participants will record your beneficial interest on their
books. We will not issue certificated notes except as described in the accompanying prospectus. Settlement of the
Subordinated Notes will occur through the Depositary in same day funds. For information on the Depositary's

book-entry system, see "The Depositary" and "Book-Entry, Delivery and Form."
ISIN

US251525AM33.
CUSIP

251525 AM3.
Conflicts of Interest
Because Deutsche Bank Securities Inc. (which we refer to as "DBSI") is both our affiliate and a member of the
Financial Industry Regulatory Authority (which we refer to as "FINRA"), any distribution of the Subordinated Notes
will be made in compliance with the applicable provisions of FINRA Rule 5121 regarding a FINRA member firm's
distribution of the securities of an affiliate and related conflicts of interest. In accordance with FINRA Rule 5121,
DBSI may not make sales in offerings of the Subordinated Notes to any of its discretionary accounts without the prior
written approval of the customer. For more information, see the "Plan of Distribution (Conflicts of Interest)" section

of this prospectus supplement.
Listing and Trading

We intend to apply to list the Subordinated Notes on the New York Stock Exchange in accordance with its rules.
Trustee, Principal Paying Agent, Transfer
Wilmington Trust, National Association, a banking corporation duly organized and existing under the laws of the state
Agent and Registrar
of New York, having its corporate trust office at 116 Mercer Street, Suite 2 R, New York, New York 10012, will act as
the trustee (which we refer to as the "Trustee") for the Subordinated Notes. Deutsche Bank Trust Company Americas

will act as initial principal paying agent, transfer agent and registrar for the Subordinated Notes.
Timing and Delivery

We currently expect delivery of the Subordinated Notes to occur on May 24, 2013.
Use of Proceeds
We intend to use the net proceeds of the offering for general corporate purposes and to further strengthen our regulatory

capital base.
Governing Law
The Subordinated Notes and the Subordinated Indenture will be governed by and construed in accordance with the

laws of the State of New York, except for the subordination provisions of each of the

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Subordinated Notes and the Subordinated Indenture, which will be governed by and construed in accordance with

German law.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, including the information incorporated by reference, contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, which we refer to as the "Securities Act," and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to
as the "Exchange Act." 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. In addition, we may from time to time make forward-looking statements in our periodic reports to the U.S. Securities and
Exchange Commission (which we refer to as the "SEC") on Forms 20-F and 6-K, annual and interim reports, invitations to annual shareholders' 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.
Such forward-looking statements may include, without limitation, statements relating to the following:
·
the potential development and impact on us of economic and business conditions, including the ongoing sovereign debt crisis in Europe, and the legal and
regulatory environment to which we are subject;
·
the implementation of our strategic initiatives and other responses thereto;
·
the development of aspects of our results of operations;
·
our expectations of the impact of risks that affect our business, including the risks of losses on our trading processes and credit exposures; and
·
other statements relating to our future business development and economic performance.
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.
We caution you that a number of important factors could cause our actual results to differ materially from those we describe in any forward-looking statement.
These factors include, among others, the following:
·
the potential development and impact on us of economic and business conditions, including the ongoing sovereign debt crisis in Europe;
·
other changes in general economic and business conditions;
·
changes and volatility in currency exchange rates, interest rates and asset prices;
·
changes in governmental policy and regulation, including measures taken in response to economic, business, political and social conditions;
·
changes in our competitive environment;
·
the success of our acquisitions, divestitures, mergers and strategic alliances;
·
our success in implementing our strategic initiatives and other responses to the current economic and business conditions, including the ongoing sovereign debt
crisis in Europe, and the legal and regulatory environment and realizing the benefits anticipated therefrom; and
·
other factors, including those we refer to in "Item 3: Key Information--Risk Factors" of our most recent Annual Report on Form 20-F and elsewhere in that
Annual Report on Form 20-F, this prospectus supplement or the accompanying prospectus, and others to which we do not refer.

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