Obligation Deutsch Bank 7.5% ( US251525AN16 ) en USD

Société émettrice Deutsch Bank
Prix sur le marché refresh price now   100 %  ⇌ 
Pays  Allemagne
Code ISIN  US251525AN16 ( en USD )
Coupon 7.5% par an ( paiement annuel )
Echéance Perpétuelle



Prospectus brochure de l'obligation Deutsche Bank US251525AN16 en USD 7.5%, échéance Perpétuelle


Montant Minimal /
Montant de l'émission /
Cusip 251525AN1
Notation Standard & Poor's ( S&P ) BB ( Spéculatif )
Prochain Coupon 30/04/2026 ( Dans 174 jours )
Description détaillée 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 émise par Deutsch Bank ( Allemagne ) , en USD, avec le code ISIN US251525AN16, paye un coupon de 7.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Deutsch Bank ( Allemagne ) , en USD, avec le code ISIN US251525AN16, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).







Prospectus Supplement
To Prospectus dated November 6, 2014
Deutsche Bank Aktiengesellschaft
$1,500,000,000 Undated Non-cumulative Fixed to Reset Rate
Additional Tier 1 Notes of 2014
On November 21, 2014, we, Deutsche Bank Aktiengesellschaft, expect to issue undated non-cumulative fixed to reset rate additional tier 1 notes, which
we refer to as the "Notes," in an aggregate principal amount of $1,500,000,000. The Notes will bear interest (subject to a cancellation of interest payments
or write-down) (as described below) (i) at 7.50% until April 30, 2025 and (ii) from and after April 30, 2025, at a rate per year, reset every five years, equal to
the 5 year semi-annual swap rate (expressed as an annual rate) plus a credit spread of 5.003%.
The Notes are intended to qualify as our Additional Tier 1 capital, as defined in and provided for in the bank regulatory capital
provisions referred to in this prospectus supplement. As such, they
·
Have no fixed maturity or redemption date;
·
Contain features that may require us and will permit us in our sole and absolute discretion at all times and for any reason to
cancel any payment of interest; and
·
May be subject to a write-down of all or part of their principal amount under defined circumstances.
None of these events will constitute a default or an event of default under the Notes or permit any acceleration of the repayment
of any principal on the Notes.
Accordingly, we are not required to make any repayment of the principal amount of the Notes at any time or under any
circumstances, and as a result, you may lose part or all of your investment in the Notes. In addition, you may not receive any interest
on any interest payment date or at any other times, and you will have no claims whatsoever in respect of that cancelled or deemed
cancelled interest.
Upon the occurrence of a Trigger Event (as defined herein) leading to a write-down in the principal amount of the Notes, you could
lose all or part of your investment in the Notes. A regulatory write-down will not constitute a default or an event of default under the
Notes or the capital securities indenture or give rise to any right to accelerate the repayment of any principal on the Notes. The Notes
may also be written down (without prospect of a potential write-up in accordance with the terms of the Notes), be converted or
otherwise become subject to a Resolution Measure (as defined herein). You may lose part or all of your investment if any Resolution
Measure becomes applicable to us.
The Notes will constitute our unsecured and subordinated obligations, ranking pari passu among themselves and will be fully subordinated to the
claims of our unsubordinated creditors, the claims under our Tier 2 instruments (as defined herein), and the claims specified in Section 39 (1) nos. 1 to 5
of the German Insolvency Statute (Insolvenzordnung).
We may redeem all, but not some, of the Notes, with prior regulatory approval (i) on April 30, 2025 or each fifth anniversary thereof, at the initial
nominal amount; or (ii) at any time, for certain regulatory reasons or certain tax reasons. If the Notes have been written down (and to the extent not written
up to the original principal amount, if applicable), a redemption for regulatory or tax reasons will be at the reduced principal amount.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to trade the Notes on the Euro MTF market.
The Notes are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules set out in the
Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (as amended or replaced from time to time)
other than in circumstances that do not and will not give rise to a contravention of those rules by any person. Prospective investors
are referred to the section headed "Restrictions on marketing and sales to retail investors" on page PS-2 of this prospectus
supplement for further information.
Investing in the Notes involves risks. See "Risk Factors" beginning on page PS-17 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 Notes are not deposits or savings accounts but are our unsecured obligations. The 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 Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
200,130
$
2,000
$
198,130
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,500,975,000
$15,000,000
$1,485,975,000
(1) We will pay the underwriter compensation of $2,000 per Note. Total underwriting discounts and commissions payable by us will be $15,000,000.
The initial price to public set forth above does not include accrued interest, if any. Interest on the Notes will accrue from (and including)
November 21, 2014.
We expect that the Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company and its participants on or
about November 21, 2014. We will issue the Notes in denominations of $200,000 and integral multiples of $200,000 in excess thereof.
Sole Bookrunner
Deutsche Bank Securities
Joint Lead Managers
Citigroup
Standard Chartered Bank
BofA Merrill Lynch
Morgan Stanley
Wells Fargo Securities
BB&T Capital Markets
TD Securities
RBC Capital Markets
Scotiabank
Fifth Third Securities
Senior Co-Managers
Capital One Securities
RBS
Co-Managers
Banco do Brasil Securities
BMO Capital Markets
BNY Mellon
CIBC
Capital Markets, LLC
DBS Bank Ltd.
Drexel Hamilton
Mischler Financial Group, Inc.
nabSecurities, LLC
SunTrust Robinson
Regions Securities LLC
SEB
U.S. Bancorp
Humphrey
The date of this Prospectus Supplement is November 18, 2014.


TABLE OF CONTENTS
TABLE OF CONTENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-1
ABOUT THIS PROSPECTUS SUPPLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-2
WHERE YOU CAN FIND ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-4
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . .
PS-15
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-17
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-29
EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-30
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-31
AVAILABLE DISTRIBUTABLE ITEMS OF THE BANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-49
THE DEPOSITARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-51
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-53
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-57
TAXATION BY GERMANY OF NON-RESIDENT HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-60
BENEFIT PLAN INVESTOR CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-62
UNDERWRITING (CONFLICTS OF INTEREST) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-64
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-70
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-71
SUMMARY OF REGISTERED CAPITAL SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
ABOUT THIS PROSPECTUS
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
WHERE YOU CAN FIND ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
USE OF NON-GAAP FINANCIAL MEASURES
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . .
9
DEUTSCHE BANK AKTIENGESELLSCHAFT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
RATIO OF EARNINGS TO FIXED CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
CAPITALIZATION & INDEBTEDNESS
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
DESCRIPTION OF CAPITAL SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
FORMS OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
EXPENSES OF THE ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
BENEFIT PLAN INVESTOR CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
PS-1


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 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", "our" and the "Bank" refer to Deutsche Bank
AG.
We are offering to sell, and are seeking offers to buy, the 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 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
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 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 Notes are only
available to, and any invitation, offer or agreement to subscribe for, purchase or otherwise
acquire such 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.
Restrictions on marketing and sales to retail investors
The Notes discussed in this prospectus supplement are complex financial instruments and
are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory
authorities have adopted or published laws, regulations or guidance with respect to the offer or
sale of securities such as the Notes to retail investors.
In particular, in August 2014, the U.K. Financial Conduct Authority (the "FCA") published
the Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (as
amended or replaced from time to time, the "TMR") which took effect on 1 October 2014. Under
the rules set out in the TMR (as amended or replaced from time to time, the "TMR Rules"),
certain contingent write-down or convertible securities, such as the Notes, must not be sold to
retail clients in the EEA and nothing may be done that would or might result in the buying of
such securities or the holding of a beneficial interest in such securities by a retail client in the
EEA (in each case within the meaning of the TMR Rules), other than in accordance with the
limited exemptions set out in the TMR Rules.
PS-2


Certain of the underwriters are required to comply with the TMR Rules. In addition, by
purchasing, or making or accepting an offer to purchase, any Notes from us and/or the
underwriters, you represent, warrant, agree with and undertake to us and each of the
underwriters that:
1.
you are not a retail client in the EEA (as defined in the TMR Rules);
2.
whether or not you are subject to the TMR Rules, you will not sell or offer the Notes to
retail clients in the EEA or do anything (including the distribution of this prospectus
supplement) that would or might result in the buying of the Notes or the holding of a
beneficial interest in the Notes by a retail client in the EEA (in each case within the
meaning of the TMR Rules), other than (i) in relation to any sale or offer to sell Notes to
a retail client in or resident in the United Kingdom, in circumstances that do not and
will not give rise to a contravention of the TMR Rules by any person and/or (ii) in
relation to any sale or offer to sell Notes to a retail client in any EEA member state other
than the United Kingdom, where (a) you have conducted an assessment and concluded
that the relevant retail client understands the risks of an investment in the Notes and is
able to bear the potential losses involved in an investment in the Notes and (b) you
have at all times acted in relation to such sale or offer in compliance with the Markets in
Financial Instruments Directive (2004/39/EC) ("MiFID") to the extent it applies to you or,
to the extent MiFID does not apply to you, in a manner which would be in compliance
with MiFID if it were to apply to you; and
3.
you will at all times comply with all applicable local laws, regulations and regulatory
guidance (whether inside or outside the EEA) relating to the promotion, offering,
distribution and/or sale of the Notes, including any such laws, regulations and
regulatory guidance relating to determining the appropriateness and/or suitability of an
investment in the Notes by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or
making or accepting an offer to purchase, any Notes from us and/or the underwriters the
foregoing representations, warranties, agreements and undertakings will be given by and be
binding upon both the agent and its underlying client.
PS-3


WHERE YOU CAN FIND ADDITIONAL INFORMATION
This
prospectus
supplement
is
part
of
a
registration
statement
on
Form
F-3
(File No. 333-184193) that we have filed with the SEC under the Securities Act. This prospectus
supplement omits some information contained in the registration statement in accordance with
SEC rules and regulations. You should review the information in and exhibits to the registration
statement for further information on us and the securities we are offering. Statements in this
prospectus supplement concerning any document we filed as an exhibit to the registration
statement or that we otherwise filed with the SEC are not intended to be comprehensive and are
qualified in their entirety by reference to these filings. You should review the complete
document to evaluate these statements.
We accept responsibility for the information contained in this prospectus supplement and
the accompanying prospectus and confirm that, to the best of our knowledge and belief, there
are no other facts the omission of which would make any statement herein misleading in any
material respect. This prospectus supplement and the accompanying prospectus may only be
used for the purposes for which they have been published.
The SEC allows us to "incorporate by reference" much of the information we file with the
SEC, which means that we can disclose important information to you by referring you to those
publicly available documents. The information that we incorporate by reference in this
prospectus supplement is an important part of this prospectus supplement. For information on
the documents we incorporate by reference in this prospectus supplement and the
accompanying prospectus, we refer you to "Where You Can Find Additional Information" on
page 6 of the accompanying prospectus.
In addition to the specific documents incorporated by reference listed on page 6 of the
accompanying prospectus, we incorporate by reference in this prospectus supplement and the
accompanying prospectus the Annual Report of Deutsche Bank AG for the year ended
December 31, 2013, filed on March 20, 2014. We also incorporate by reference in this prospectus
supplement and the accompanying prospectus the post-effective amendment to the registration
statement filed on November 6, 2014 and the Reports on Form 6-K of Deutsche Bank AG,
including the exhibits if any thereto, filed on the following specified dates, but in each case only
to the extent such Report on Form 6-K indicates that it is intended to be incorporated by
reference in the registration statement on Form F-3 (File No. 333-184193): June 24, October 27
and October 29, 2014.
In addition to the documents listed in the accompanying prospectus and described above,
we incorporate by reference in this prospectus supplement and the accompanying prospectus
any future documents we file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act from the date of this prospectus supplement until the offering is completed.
Reports on Form 6-K we furnish to the SEC after the date of this prospectus supplement (or
portions thereof) are incorporated by reference in this prospectus supplement only to the extent
that the report expressly states that it (or such portions) is incorporated by reference in this
prospectus supplement.
You may request, at no cost to you, a copy of these documents (other than exhibits not
specifically incorporated by reference) by writing or telephoning us at: Deutsche Bank AG,
Taunusanlage 12, 60325 Frankfurt
am Main,
Germany, Attention: Investor Relations
(Telephone: +49-69-910-35395). Copies of this prospectus supplement, the accompanying
prospectus and all documents incorporated by reference therein as of the date hereof will also
be available on the Luxembourg Stock Exchange's website (www.bourse.lu) or at the office
of our listing agent, Deutsche Bank Luxembourg S.A., 2 boulevard Konrad Adenauer,
L-1115 Luxembourg, Luxembourg.
PS-4


SUMMARY
The following summary describes the 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.
We expect to issue the Notes under a capital securities indenture (which we refer to as the
"Capital Securities Indenture") comprising a base capital securities indenture (which we
refer to as the "Base Capital Securities Indenture") entered into on November 6, 2014
among us, The Bank of New York Mellon, as trustee (which we refer to as the "Trustee") and
Deutsche Bank Trust Company Americas (which we refer to as "DBTCA"), as initial paying
agent, calculation agent, transfer agent and registrar, and a supplement thereto (which we refer
to as the "Supplemental Capital Securities Indenture") expected to be entered into on or
about November 21, 2014 among us, the Trustee and DBTCA. We have filed the Base Capital
Securities Indenture on November 6, 2014 as an exhibit to a post-effective amendment to the
registration statement, and we will file the Supplemental Capital Securities Indenture with the
SEC on or about November 21, 2014 as an exhibit to a Current Report on Form 6-K. The terms of
the Notes include those stated in the Capital Securities Indenture and those terms made part of
the Capital Securities Indenture by reference to the U.S. Trust Indenture Act of 1939, as
amended, which we refer to as the "Trust Indenture Act."
Issuer
Deutsche Bank AG.
Securities Offered
$1,500,000,000 aggregate principal amount of undated
non-cumulative fixed to reset rate additional tier 1 notes of
2014, which we refer to as the "Notes."
Interest Commencement Date
November 21, 2014.
Interest Payment Date
April 30 in each year commencing on April 30, 2015 (short
first coupon).
Interest Periods
The
period
from
(and
including)
the
Interest
Commencement Date to (and excluding) April 30, 2015 and
thereafter from (and including) each Interest Payment Date
to (and excluding) the next following Interest Payment Date.
Maturity Date
None.
Price to Public
100.065%.
Rate of Interest
For
the
period
from
(and
including)
the
Interest
Commencement Date to (and excluding) April 30, 2025
(which we refer to as the "First Call Date") a fixed rate of
7.50% per year.
For the period from (and including) the First Call Date a rate
which will be the Reference Rate plus an initial credit
spread of 5.003% per year. We describe the Reference Rate
in "Description of the Notes--Interest Payments on the
Notes" below.
The terms of the Notes provide that the rate of interest on
the Notes will reset on each Reset Date, which we describe
in "Description of the Notes--Interest Payments on the
Notes" below.
Regular Record Dates
A holder of a Note at the close of business on the Business
Day immediately preceding an Interest Payment Date will
be entitled to receive interest payable on such Note on the
PS-5


corresponding Interest Payment Date. "Business Day"
means a day (other than Saturday or Sunday) on which
commercial banks and foreign exchange markets settle
payments in New York and Frankfurt.
Status; Ranking
The Notes will constitute our unsecured and subordinated
obligations, ranking pari passu among themselves. In the
event
of
our
dissolution,
liquidation,
insolvency
or
composition, or other proceedings for the avoidance of
insolvency of, or against, us, the obligations under the
Notes will be fully subordinated to the claims of our
unsubordinated creditors, the claims under our Tier 2
instruments (within the meaning of the CRR), and the
claims specified in Section 39 (1) nos. 1 to 5 of the German
Insolvency Statute (Insolvenzordnung) so that in any such
event no amounts will be payable in respect of the Notes
until the claims of such of our unsubordinated creditors,
the claims under such Tier 2 instruments, and the claims
specified in Section 39 (1) nos. 1 to 5 of the German
Insolvency Statute have been satisfied in full. Subject to
this
subordination
provision,
we
may
satisfy
our
obligations
under
the
Notes
also
from
our
other
distributable assets (freies Vermögen).
"CRR" means Regulation (EU) No 575/2013 of the
European Parliament and the Council of 26 June 2013 on
prudential
requirements
for
credit
institutions
and
investment
firms
and
amending
Regulation
(EU)
No 648/2012 (including any provisions of regulatory law
supplementing this Regulation); to the extent that any
provisions of the CRR are amended or replaced, the term
CRR as used in the Capital Securities Indenture and the
terms of the Notes also refer to such amended provisions
or successor provisions.
Our payment obligations under the Notes will rank
pari passu with the claims against us under the support
undertakings, subordinated guarantees and issuances
listed in the section "Description of the Notes" of this
prospectus supplement.
Resolution Measures
By subscribing for or otherwise acquiring the Notes, the
holders will be bound by and will be deemed to consent to
the imposition of any Resolution Measure (as defined
below) by our competent resolution authority.
Under the relevant resolution laws and regulations as
applicable to us from time to time, the Notes may be
subject to the powers exercised by our competent
resolution authority to:
·
write down, including write down to zero, the claims for
payment of the principal amount, the interest amount
or any other amount in respect of the Notes;
·
convert the Notes into ordinary shares or other
instruments qualifying as core equity tier one capital;
and/or
·
apply any other resolution measure, including, but not
limited to, (i) any transfer of the Notes to another entity,
(ii) the amendment of the terms and conditions of the
Notes or (iii) the cancellation of the Notes.
PS-6


We refer to each of these measures as a "Resolution
Measure." Resolution Measures include, among others,
the measures generally referred to within the meaning of
the "bail-in tool" under the European directive of May 15,
2014 establishing a framework for the recovery and
resolution of credit institutions and investment firms.
Deemed Agreement to
Resolution Measures
By your acquisition of the Notes, you will be deemed
irrevocably to have agreed, and you will agree:
·
to be bound by any Resolution Measure;
·
that you will have no claim or other right against us
arising out of any Resolution Measure; and
·
that the imposition of any Resolution Measure will not
constitute a default or an event of default under the
Notes, the Capital Securities Indenture or the U.S. Trust
Indenture Act.
By your acquisition of the Notes, you waive, to the extent
permitted by the Trust Indenture Act, any and all claims
against the Trustee for, agree not to initiate a suit against
the Trustee in respect of, and agree that the Trustee will
not be liable for, any action that the Trustee takes, or
abstains from taking, in either case in accordance with the
imposition of a Resolution Measure by our competent
resolution authority with respect to the Notes.
Cancellation of Interest
Payments
The terms of the Notes provide that interest will be due and
payable on an Interest Payment Date only if it is not
cancelled or deemed to have been cancelled, and we have
the sole and absolute discretion at all times and for any
reason to cancel (in whole or in part) any interest payment
that would otherwise be payable on any Interest Payment
Date. We will also be restricted from making interest
payments in the circumstances described below. As a
result, you may not receive any interest on any Interest
Payment Date or at any other times, and you will have no
claims whatsoever in respect of that cancelled or deemed
cancelled interest.
Discretionary Cancellation
of Interest Payments
We have the right, in our sole discretion, to cancel all or
part of any payment of interest, including (but not limited
to) if such cancellation is necessary to prevent our
Common
Equity
Tier
1
capital
ratio
pursuant
to
Article 92 (1) (a) CRR or any successor provision,
determined on a consolidated basis (which we refer to as
our "Common Equity Tier 1 Capital Ratio") from
falling below 5.125 per cent. or to meet a requirement
imposed by law or our competent supervisory authority. If
we make use of such right, we will give notice to the
holders in accordance with the Capital Securities Indenture
without undue delay, but no later than on the relevant
Interest Payment Date.
PS-7


Mandatory Cancellation of
Interest Payments
Payment of interest on the Notes for the relevant Interest
Period will be cancelled (without prejudice to the exercise
of our sole discretion pursuant to the terms described
herein):
·
to the extent that such payment of interest together
with any additional kind of payment of dividends or
interest (which we refer to as a "Distribution") that are
simultaneously planned or made or that have been
made by us on the other capital instruments which,
according to the CRR, qualify as common equity Tier 1
capital or Additional Tier 1 capital (which we refer to as
"Tier 1 Instruments") in our then current financial
year would exceed the Available Distributable Items,
provided
that,
for
such
purpose,
the
Available
Distributable Items will be increased by an amount
equal to what has been accounted for as expenses for
Distributions in respect of Tier 1 Instruments (including
payments of interest on the Notes) in the determination
of
the
profit
(Gewinn)
on
which
the
Available
Distributable Items are based; or
·
if and to the extent that our competent supervisory
authority orders that all or part of the relevant payment
of interest be cancelled or another prohibition of
Distributions is imposed by law or an authority.
"Available Distributable Items" means, with respect to
any payment of interest, the profit (Gewinn) as of the end
of our financial year immediately preceding the relevant
Interest Payment Date, and for which audited annual
financial statements are available, plus (i) any profits
carried
forward
and
distributable
reserves
(ausschüttungsfähige Rücklagen), minus (ii) any losses
carried forward and any profits which are non-distributable
pursuant to applicable law or our Articles of Association
and any amounts allocated to the non-distributable
reserves, provided that such profits, losses and reserves
will be determined on the basis of our unconsolidated
financial
statements
prepared
in
accordance
with
accounting principles generally accepted in the Federal
Republic
of
Germany
as
described
in
the
German
Commercial
Code
(Handelsgesetzbuch)
and
other
applicable German law then in effect ("German GAAP")
and not on the basis of our consolidated financial
statements.
For more information on the calculation of Available
Distributable Items, see "Available Distributable Items of
the Bank" below.
Use of Funds from Cancelled
Payments of Interest
We have the right to use the funds from cancelled
payments of interest without restriction for the fulfillment
of our own obligations when due. To the extent that
payments of interest are cancelled, such cancellation
includes
all
Additional
Amounts
as
described
in
"Description
of
the
Notes--Payment
of
Additional
Amounts." Any payments of interest which have been
cancelled will not be made or compensated at any later
date.
PS-8


Deemed Agreement to
Cancellation of Interest
Payments
By your acquisition of the Notes, you will be deemed
irrevocably to have agreed and, subject to any write-down
as described herein, you will agree, that:
·
interest is due and payable in respect of any period only
if and to the extent that we have not exercised our sole
discretion to cancel such payment, and no amount of
interest will become due and payable in respect of any
such period to the extent that it has been (i) cancelled
(in whole or in part) by us at our sole discretion in
accordance with the terms described in "Description of
the
Notes--Cancellation
of
Interest
Payments--
Discretionary Cancellation of Interest Payments," (ii)
cancelled (in whole or in part) pursuant to a Resolution
Measure and/or (iii) deemed cancelled (in whole or in
part) pursuant to the terms described in "Description of
the
Notes--Cancellation
of
Interest
Payments--
Mandatory Cancellation of Interest Payments;"
·
a cancellation or deemed cancellation of interest (in
each case, in whole or in part) in accordance with the
terms of the Notes and of the Capital Securities
Indenture will not constitute a default in payment or
otherwise constitute a default under, or a breach of, the
terms of the Notes or the Capital Securities Indenture;
and
·
interest, principal or other amounts on the Notes will
only be or become due and payable in accordance with
the terms described in "Description of the Notes--
Cancellation of Interest Payments--Interest on the
Notes Only Due and Payable if Not Cancelled or
Deemed Cancelled" and the section "Description of the
Notes--Cancellation of Interest Payments--Deemed
Agreement to Cancellation of Interest Payments."
Write-downs of the Principal
Amount of the Notes
Upon the occurrence of a Trigger Event (as defined below),
the redemption amount and the nominal amount of the
Notes will be reduced by the amount of the relevant write-
down (as further described below). Accordingly, under the
terms of the Notes, upon the occurrence of a Trigger Event
leading to a write-down in the principal amount of the
Notes, you could lose all or part of the value of your
investment in the Notes. A regulatory write-down will not
constitute a default or an event of default under the Notes
or the Capital Securities Indenture or give rise to any right
to accelerate the repayment of any principal on the Notes.
A "Trigger Event" will occur if, at any time, our Common
Equity Tier 1 Capital Ratio falls below the 5.125 per cent.
Upon the occurrence of a Trigger Event, a write-down will
be effected pro rata with all other Additional Tier 1
instruments within the meaning of the CRR (Additional
Tier 1 capital), the terms of which provide for a write-down
(whether permanent or temporary) upon the occurrence of
the Trigger Event. For such purpose, the total amount of
the write-downs to be allocated pro rata will be equal to
the amount required to restore fully our Common Equity
PS-9