Obligation Deutsch Bank New York 4.25% ( US251526BX61 ) en USD

Deutsch Bank New York

100 % ▼

Allemagne

US251526BX61 ( en USD )

4.25% par an ( paiement semestriel )

14/10/2021 - Obligation échue

Prospectus brochure de l'obligation Deutsche Bank (New York Branch) US251526BX61 en USD 4.25%, échue

1 000 USD

3 569 722 000 USD

251526BX6

N/A

Deutsche Bank (New York Branch) est une filiale américaine de Deutsche Bank AG, offrant une gamme complète de services bancaires d'investissement et de gestion de fortune aux clients institutionnels et privés.

L'Obligation émise par Deutsch Bank New York ( Allemagne ) , en USD, avec le code ISIN US251526BX61, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2021

Form 424B3
424B3 1 d562082d424b3.htm FORM 424B3
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(3 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 2 4 5 9 5
PROSPECT U S
De ut sc he Ba nk Ak t ie nge se llsc ha ft
Offe rs t o Ex c ha nge
$ 3 7 5 ,0 0 0 ,0 0 0 a ggre ga t e princ ipa l a m ount of Floa t ing Ra t e Se nior N ot e s due 2 0 2 0
$ 8 2 9 ,2 1 1 ,0 0 0 a ggre ga t e princ ipa l a m ount of 2 .9 5 % Se nior N ot e s due 2 0 2 0
$ 9 2 8 ,3 0 9 ,0 0 0 a ggre ga t e princ ipa l a m ount of 3 .1 2 5 % Se nior N ot e s due 2 0 2 1
$ 1 ,4 7 5 ,0 0 0 ,0 0 0 a ggre ga t e princ ipa l a m ount of 3 .3 7 5 % Se nior N ot e s due 2 0 2 1
$ 1 8 1 ,8 2 2 ,0 0 0 a ggre ga t e princ ipa l a m ount of 4 .2 5 % Se nior N ot e s due 2 0 2 1
$ 3 ,6 4 4 ,8 7 3 ,0 0 0 a ggre ga t e princ ipa l a m ount of 4 .2 5 % Eligible Lia bilit y Se nior N ot e s due 2 0 2 1
$ 1 ,5 4 9 ,3 2 9 ,0 0 0 a ggre ga t e princ ipa l a m ount of 3 .7 0 % Se nior N ot e s due 2 0 2 4
$ 7 4 6 ,6 4 5 ,0 0 0 a ggre ga t e princ ipa l a m ount of 4 .1 0 % Se nior N ot e s due 2 0 2 6
T he Ex c ha nge Offe rs w ill e x pire a t 1 1 :5 9 p.m ., N e w Y ork Cit y t im e , on M a y 3 0 , 2 0 1 8 (t he "Ex pira t ion De a dline "), unle ss e x t e nde d. H olde rs of
Origina l N ot e s (a s de fine d he re in) m ust va lidly t e nde r t he ir Origina l N ot e s a t or prior t o 1 1 :5 9 p.m . N e w Y ork Cit y t im e on M a y 3 0 , 2 0 1 8 , unle ss
e x t e nde d (suc h da t e a nd t im e , a s t he sa m e m a y be e x t e nde d, t he "Ea rly Pa rt ic ipa t ion De a dline ") a nd not va lidly w it hdra w t he ir Origina l N ot e s prior
t o t he Ex pira t ion De a dline in orde r t o re c e ive t he Ea rly Pa rt ic ipa t ion Ca sh I nc e nt ive (a s de fine d he re in). H olde rs of Origina l N ot e s t e nde ring t he ir
Origina l N ot e s a ft e r t he Ea rly Pa rt ic ipa t ion De a dline but prior t o t he Ex pira t ion De a dline w ill be e ligible t o re c e ive only t he Ex c ha nge Conside ra t ion
(a s de fine d he re in).

Deutsche Bank Aktiengesellschaft is offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (together, the
"Offe r Doc um e nt s"), to exchange any and all validly tendered (and not validly withdrawn) and accepted notes of the following series for notes of a corresponding series to be
issued by Deutsche Bank AG, acting through its New York branch, as described, and for the consideration summarized in, the table below.

Ea rly Pa rt ic ipa t ion
Ex c ha nge

Conside ra t ion (1 )(2 )
Conside ra t ion (1 )
N ot e s t o be Ex c ha nge d
Aggre ga t e
N ot e s t o be I ssue d by De ut sc he Ba nk AG,
Ex c ha nge
Ea rly
Ex c ha nge
(c olle c t ive ly,
Princ ipa l
a c t ing t hrough it s N e w Y ork bra nc h
N ot e s
Pa rt ic ipa t ion
N ot e s
CU SI P
t he "Origina l N ot e s"
Am ount
(c olle c t ive ly, t he "Ex c ha nge N ot e s"
(princ ipa l
Ca sh
(princ ipa l
N o.

a nd e a c h, a "se rie s")
Out st a nding
a nd e a c h, a "se rie s")
a m ount )
I nc e nt ive

a m ount )

25152R2V4 Floating Rate Senior Notes
$375,000,000 Floating Rate Eligible Liabilities Senior Notes due August

$1,000
$1

$1,000
due August 2020(3) (the "A
2020 (the "A Ex c ha nge N ot e s due August 2 0 2 0 ")
Origina l N ot e s due
August 2 0 2 0 ")

25152R2U6 2.95% Senior Notes due
$829,211,000 2.95% Eligible Liabilities Senior Notes due August 2020 (the

$1,000
$1

$1,000
August 2020(3) (the "B
"B Ex c ha nge N ot e s due August 2 0 2 0 ")
Origina l N ot e s due
August 2 0 2 0 ")

25152R2X0 3.125% Senior Notes due
$928,309,000 3.125% Eligible Liabilities Senior Notes due January 2021

$1,000
$1

$1,000
January 2021(3) (the
(the "Ex c ha nge N ot e s due J a nua ry 2 0 2 1 ")
"Origina l N ot e s due
J a nua ry 2 0 2 1 ")

25152R5F6 3.375% Senior Notes due
$1,475,000,000 3.375% Eligible Liabilities Senior Notes due May 2021 (the

$1,000
$1

$1,000
May 2021(3) (the "Origina l
"Ex c ha nge N ot e s due M a y 2 0 2 1 ")
N ot e s due M a y 2 0 2 1 ")

251541AN8 4.25% Senior Notes due
$181,822,000 4.25% Eligible Liabilities Senior Notes due October 2021 (the
$1,000
$1

$1,000
October 2021(4) (the "A
"Ex c ha nge N ot e s due Oc t obe r 2 0 2 1 ")
Origina l N ot e s due
Oc t obe r 2 0 2 1 ")

251541AQ1 4.25% Eligible Liabilities
$3,644,873,000 4.25% Eligible Liabilities Senior Notes due October 2021(6)

$1,000
$1

$1,000
Senior Notes due October
(the "Ex c ha nge N ot e s due Oc t obe r 2 0 2 1 ")
2021(3) (the "B Origina l
N ot e s due Oc t obe r
2 0 2 1 ")

25152RXA6 3.70% Senior Notes due May $1,549,329,000 3.70% Eligible Liabilities Senior Notes due May 2024 (the

$1,000
$1

$1,000
2024(3)(5) (the "Origina l
"Ex c ha nge N ot e s due M a y 2 0 2 4 ")
N ot e s due M a y 2 0 2 4 ")

25152R2Y8 4.10% Senior Notes due
$746,645,000 4.10% Eligible Liabilities Senior Notes due January 2026 (the
$1,000
$1

$1,000
January 2026(3) (the
"Ex c ha nge N ot e s due J a nua ry 2 0 2 6 ")
"Origina l N ot e s due
J a nua ry 2 0 2 6 ")

(1) Consideration per $1,000 principal amount of the applicable series of Original Notes validly tendered and accepted for exchange. Holders of Original Notes must tender a
minimum aggregate principal amount of $100,000 of a series of Original Notes in order to participate in the Exchange Offer for such series.
(2) Includes the Early Participation Cash Incentive (as defined below) payable for the applicable series of Original Notes tendered prior to the applicable Early Participation Deadline
(as defined and described below) and not validly withdrawn.
(3) Registered under the Securities Act of 1933, as amended (the "Se c urit ie s Ac t ").
(4) Not registered under the Securities Act.
(5) Issued by Deutsche Bank AG, acting through its London branch.
(6) Will form a single series with the Exchange Notes due October 2021 issued in exchange for A Original Notes due October 2021.
We refer to these offers collectively as the "Ex c ha nge Offe rs " and each, an "Ex c ha nge Offe r ."
Se e "Risk Fa c t ors" be ginning on pa ge 1 6 of t his prospe c t us for a de sc ript ion of c e rt a in fa c t ors re la t ing t o t he de c ision t o t e nde r your Origina l N ot e s
in t he Ex c ha nge Offe rs a nd t o a n inve st m e nt in t he Ex c ha nge N ot e s.
When we use the term "N ot e s " in this prospectus, the term includes the Original Notes and the Exchange Notes unless otherwise indicated or the context otherwise requires. The
terms of the Exchange Offers are summarized below and are more fully described in this prospectus.
Each series of Exchange Notes will have the same interest rate, interest payment dates and maturity date as those of the corresponding series of Original Notes. However, the
terms of the Exchange Notes may differ from the terms of the Original Notes in certain other important respects. See "Comparison of Material Differences Between the Original
Notes and the Exchange Notes." In particular, there are differences between the terms of the Original Notes and those of the Exchange Notes to reflect the German banking
regulation currently applicable to us. See "Risk Factors--There are differences between the Original Notes and the Exchange Notes. These differences include, but are not limited
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Form 424B3
to, terms designed to cause the Exchange Notes to qualify as "eligible liabilities instruments" under proposed banking regulations expected to be applicable to us. As such, you will
in particular have no right to accelerate or terminate the Exchange Notes in the event of any payment default or non-performance under the Exchange Notes or the Eligible
Liabilities Senior Indenture."
Ex c ha nge N ot e s w ill be issue d in de nom ina t ions of $ 1 0 0 ,0 0 0 a nd int e gra l m ult iple s of $ 1 ,0 0 0 in e x c e ss t he re of. Ac c ordingly, holde rs of Origina l
N ot e s m ust t e nde r a m inim um a ggre ga t e princ ipa l a m ount of $ 1 0 0 ,0 0 0 of a se rie s of Origina l N ot e s in orde r t o pa rt ic ipa t e in t he Ex c ha nge Offe r for
suc h se rie s. Origina l N ot e s of a se rie s ha ving a n a ggre ga t e princ ipa l a m ount of le ss t ha n $ 1 0 0 ,0 0 0 w ill not be a c c e pt e d for e x c ha nge in a ny of t he
Ex c ha nge Offe rs.
In exchange for each $1,000 principal amount of Original Notes of a series (subject to a minimum tender of $100,000 aggregate principal amount of Original Notes of such series)
that is validly tendered prior to 11:59 p.m., New York City time, on May 30, 2018, unless extended with respect to the relevant Exchange Offer (the "Ea rly Pa rt ic ipa t ion
De a dline ") and not validly withdrawn prior to the Expiration Deadline (as defined below), holders will be eligible to receive the early participation consideration set out in the table
above (the "Ea rly Pa rt ic ipa t ion Conside ra t ion "), comprising $1,000 principal amount of Exchange Notes of the corresponding series (the "Ex c ha nge Conside ra t ion ")
and the cash component specified in the table above (the "Ea rly Pa rt ic ipa t ion Ca sh I nc e nt ive ").
In exchange for each $1,000 principal amount of Original Notes of a series (subject to a minimum tender of $100,000 aggregate principal amount of Original Notes of such series)
that is validly tendered and not validly withdrawn after the Early Participation Deadline but prior to the Expiration Deadline of the relevant Exchange Offer, holders will be eligible to
receive only the Exchange Consideration with respect to such series of Notes set out in the table above, which does not include the applicable Early Participation Cash Incentive.
Each Exchange Note issued in exchange for an Original Note will have an interest rate and maturity date that are identical to the interest rate and maturity date of such tendered
Original Note, as well as identical interest payment dates and optional redemption terms. No accrued but unpaid interest will be paid on the Original Notes in connection with the
exchange offer. Instead, the first interest payment for each series of Exchange Notes issued in the exchange will have accrued from the most recent interest payment date for such
tendered Original Note.
The Exchange Offers will expire immediately following 11:59 p.m., New York City time, on May 30, 2018, except with respect to any Exchange Offer that we have extended (for
each Exchange Offer, an "Ex pira t ion De a dline " and, where such term is used without specifying one or more individual Exchange Offers, the Expiration Deadline for all
Exchange Offers not validly extended). You may withdraw tenders of Original Notes at any time prior to the Expiration Deadline of the relevant Exchange Offer.
Each series of Exchange Notes has been registered under the Securities Act. The transfer restrictions applicable to the A Original Notes due October 2021, which have not been
registered under the Securities Act, will not apply to the Exchange Notes due October 2021.
We will not receive any cash proceeds from the issuance of the Exchange Notes in the Exchange Offers. The Original Notes surrendered and exchanged for the Exchange Notes
will be retired and canceled. Accordingly, the issuance of the Exchange Notes will not result in any increase in our outstanding indebtedness.
The exchange of Original Notes of each series for the corresponding series of Exchange Notes will be a taxable event for U.S. federal income tax purposes.
By it s a c quisit ion of t he Ex c ha nge N ot e s, e a c h holde r of t he Ex c ha nge N ot e s (inc luding e a c h be ne fic ia l ow ne r) a c k now le dge s t ha t c la im s for
pa ym e nt m a y be w rit t e n dow n, be c onve rt e d int o ordina ry sha re s or ot he r inst rum e nt s of ow ne rship or be c om e subje c t t o ot he r Re solut ion
M e a sure s (a s de fine d he re in). Y ou m a y lose pa rt or a ll of your inve st m e nt if a ny Re solut ion M e a sure be c om e s a pplic a ble t o us. For m ore inform a t ion
re ga rding t he pot e nt ia l im posit ion of Re solut ion M e a sure s by t he c om pe t e nt re solut ion a ut horit y, ple a se se e "Resolution Measures" he re in.
No series of Exchange Notes is expected to be listed on any securities exchange.
The Exchange Notes are not deposit liabilities and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency of the United States, Germany
or any other jurisdiction. The Exchange Notes do not have the benefit of any agency or governmental guarantee.
Neither the Securities and Exchange Commission (the "SEC "), nor any state securities commission has approved or disapproved of these securities or passed upon the merits or
fairness of the Exchange Offers or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
This prospectus is an advertisement and not a prospectus for the purposes of EU Directive 2003/71/EU (as amended).
Each series of Exchange Notes will be represented by one or more global notes registered in the name of The Depository Trust Company, which we refer to as "DT C," or its
nominee. Beneficial interests in the Exchange Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect
participants, including Clearstream Banking, société anonyme, which we refer to as "Cle a rst re a m , Lux e m bourg," or Euroclear Bank, SA/NV, or its successor, as operator of the
Euroclear System, which we refer to as "Euroc le a r." See "Book-entry, Delivery and Form of Securities."
The Dealer Manager for the Exchange Offers is:
De ut sc he Ba nk Se c urit ie s

The date of this prospectus is May 30, 2018
Table of Contents
T ABLE OF CON T EN T S

TABLE OF CONTENTS

i
FOWARD-LOOKING STATEMENTS

iii
WHERE YOU CAN FIND MORE INFORMATION; DOCUMENTS INCORPORATED BY REFERENCE

iv
PROSPECTUS SUMMARY

1
RISK FACTORS

16
USE OF PROCEEDS

26
RATIO OF EARNINGS TO FIXED CHARGES

27
COMPARISON OF MATERIAL DIFFERENCES BETWEEN THE A ORIGINAL NOTES DUE AUGUST 2020 AND THE A
EXCHANGE NOTES DUE AUGUST 2020

28
COMPARISON OF MATERIAL DIFFERENCES BETWEEN THE B ORIGINAL NOTES DUE AUGUST 2020 AND THE B
EXCHANGE NOTES DUE AUGUST 2020

33
COMPARISON OF MATERIAL DIFFERENCES BETWEEN THE ORIGINAL NOTES DUE JANUARY 2021 AND THE EXCHANGE
NOTES DUE JANUARY 2021

38
COMPARISON OF MATERIAL DIFFERENCES BETWEEN THE ORIGINAL NOTES DUE MAY 2021 AND THE EXCHANGE
NOTES DUE MAY 2021

41
COMPARISON OF MATERIAL DIFFERENCES BETWEEN THE A ORIGINAL NOTES DUE OCTOBER 2021 AND THE
EXCHANGE NOTES DUE OCTOBER 2021

44
COMPARISON OF MATERIAL DIFFERENCES BETWEEN THE B ORIGINAL NOTES DUE OCTOBER 2021 AND THE
EXCHANGE NOTES DUE OCTOBER 2021

49
COMPARISON OF MATERIAL DIFFERENCES BETWEEN THE ORIGINAL NOTES DUE MAY 2024 AND THE EXCHANGE
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Form 424B3
NOTES DUE MAY 2024

50
COMPARISON OF MATERIAL DIFFERENCES BETWEEN THE ORIGINAL NOTES DUE JANUARY 2026 AND THE EXCHANGE
NOTES DUE JANUARY 2026

54
THE EXCHANGE OFFERs

57
DESCRIPTION OF THE EXCHANGE NOTES

67
RESOLUTION MEASURES

79
BOOK-ENTRY, DELIVERY AND FORM OF SECURITIES

82
TAXATION

89
BENEFIT PLAN INVESTOR CONSIDERATIONS

94
DEALER MANAGER AND AGENTS

96
LEGAL MATTERS

97
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

98

References in this prospectus to the "Issuer," "we," "our," "us" or "Deutsche Bank AG" refer to Deutsche Bank Aktiengesellschaft (including,
as the context may require, acting through one of its branches) and, unless the context requires otherwise, will include our other
consolidated subsidiaries.
WE ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED AND INCORPORATED BY REFERENCE IN THIS
PROSPECTUS. AT THE DATE OF THIS PROSPECTUS, WE HAVE NOT AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU
WITH DIFFERENT INFORMATION, AND WE TAKE NO RESPONSIBILITY FOR ANY OTHER INFORMATION OTHERS MAY GIVE YOU.
WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU
SHOULD NOT ASSUME THAT THE INFORMATION INCLUDED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THE DOCUMENT CONTAINING THE INFORMATION.
PRI I Ps Re gula t ion/Prohibit ion of Sa le s t o EEA Re t a il I nve st ors
None of these securities is intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area. For these purposes, (a) a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "M iFI D I I "); (ii) a customer within
the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in the Directive 2003/71/EC; and (b) the expression "offer" includes the
communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to
enable an investor to decide to purchase or subscribe the securities. Consequently no key information

i
Table of Contents
document required by Regulation (EU) No 1286/2014 (as amended, the "PRI I Ps Re gula t ion") for offering or selling the securities or
otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the
securities or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs
Regulation.
M iFI D I I Produc t Gove rna nc e /Profe ssiona l I nve st ors a nd ECPs-only T a rge t M a rk e t
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the securities has led
to the conclusion that: (i) the target market for the securities is eligible counterparties and professional clients only, each as defined in
MiFID II; and (ii) all channels for distribution of the securities to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the securities (a "dist ribut or ") should take into consideration the manufacturers' target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of
the securities (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution
channels.

ii
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FOWARD-LOOK I N G ST AT EM EN T S
This prospectus, including the information incorporated by reference, contains forward-looking statements, which are statements that are
not historical facts, including statements about our beliefs and expectations. We use words such as "believe," "anticipate," "expect,"
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"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 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 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 to publicly update, to the extent required by U.S. federal securities
laws, any forward-looking statement to reflect certain events or circumstances after such dates or to reflect the occurrence of
unanticipated 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;

· 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;

· the potential development and impact on us of legal and regulatory proceedings to which we are or may become subject;

· 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 economic and business conditions 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 Annual Report on Form 20-F for the year

ended December 31, 2017, filed on March 16, 2018 (the "2 0 1 7 Form 2 0 -F") and elsewhere therein and herein and in any
prospectus supplements and others to which we do not refer.

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WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON ;
DOCU M EN T S I N CORPORAT ED BY REFEREN CE
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Ex c ha nge Ac t "), and in
accordance therewith, we file reports and other information with the SEC. You may read and copy these documents at the SEC's Public
Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Copies of these materials can also be obtained from the
Public Reference Room of the SEC at 100 F Street, NE, Room 1580, Washington, D.C. 20549 at prescribed rates. Please call the SEC at
1-800-732-0330 for further information about the Public Reference Room. The SEC also maintains an internet website that contains
reports and other information regarding us that are filed through the SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR)
System. This website can be accessed at http://www.sec.gov. You can find information that we have filed with the SEC by reference to file
number 001-15242.
This prospectus is part of a registration statement on Form F-4 that we filed with the SEC. You should review the information in and
exhibits to the registration statement for further information on us and the Exchange Offers. Statements in this prospectus 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.
The SEC allows us to "incorporate by reference" much of the information we file with the SEC, which means that we can disclose
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important information to you by referring you to those publicly available documents. The information that we incorporate by reference in
this prospectus is an important part of this prospectus. Because we are incorporating by reference future filings with the SEC, this
prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this
prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements
in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus
incorporates by reference the documents listed below and any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act from the date of this prospectus until the Exchange Offers contemplated in this prospectus expires or is terminated.
Current Reports on Form 6-K we furnish to the SEC after the date of this prospectus (or portions thereof) are incorporated by reference in
this prospectus only to the extent that the report expressly states that it (or any such portion) is incorporated by reference in this
prospectus or the registration statement of which this prospectus forms a part. We incorporate by reference in this prospectus:

(1)
The 2017 Form 20-F.

(2)
The Current Reports on Form 6-K of Deutsche Bank AG filed with the SEC on December 1, 2017 (containing Exhibit 3.2), April 9,
2018, April 20, 2018, April 27, 2018 (but only to the extent expressed therein to be incorporated by reference into a then-effective
registration statement of Deutsche Bank Aktiengesellschaft), May 2, 2018, May 24, 2018 and May 30, 2018.
Upon request, we will provide to each person, including any beneficial owner to whom a prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in the prospectus but not delivered with the prospectus.
You may request, at no cost to you, a copy of these documents (other than exhibits thereto 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). Certain of these documents can also be obtained on our website http://www.deutsche-bank.com/ir under
"Reporting and Events--Reports--SEC Filings ." Reference to this "uniform resource locator" or "URL" is made as an inactive textual
reference for informational purposes only. Other information found at this website is not incorporated by reference in this document.
I n orde r t o obt a in t im e ly de live ry of suc h m a t e ria ls, you m ust re que st inform a t ion from us no la t e r t ha n five
Busine ss Da ys (de fine d be low ) prior t o t he a pplic a ble Ex pira t ion De a dline . (For the purposes of the Exchange Offers,
"Busine ss Da y" means any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally
authorized or obligated by law, regulation or executive order to close in New York City.)

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PROSPECT U S SU M M ARY
This summary highlights selected information from this prospectus and the documents incorporated by reference and does not contain
all of the information that may be important to you. You should carefully read this entire prospectus and the documents incorporated
by reference, including the risk factors and financial statements.
De ut sc he Ba nk Ak t ie nge se llsc ha ft
The legal and commercial name of our company is Deutsche Bank Aktiengesellschaft. It is a stock corporation organized under the
laws of Germany.
We are registered under registration number HRB 30 000. Our registered address is Taunusanlage 12, 60325 Frankfurt am Main,
Germany, and our telephone number is +49-69-910-00. Our agent in the United States is: Deutsche Bank Americas, c/o Office of the
Secretary, 60 Wall Street, Mail Stop NYC60-4099, New York, NY 10005.
We believe we are the largest bank in Germany and one of the largest financial institutions in Europe and the world, as measured by
total assets of 1,475 billion as of December 31, 2017.
As of December 31, 2017, we were organized into the following three corporate divisions:
Corporate & Investment Bank (CIB);
Private & Commercial Bank (PBC); and
Deutsche Asset Management (Deutsche AM).
During the first quarter of 2018, Deutsche AM was renamed "Asset Management" (AM).
The three corporate divisions are supported by infrastructure functions. In addition, we have a regional management function that
covers regional responsibilities worldwide.
The following paragraphs describe the business activities of the three corporate divisions.
Corporate & Investment Banking
Our Corporate & Investment Bank (CIB) corporate division comprises our Fixed Income & Currencies (FIC) Sales & Trading, Equity
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Sales & Trading, Financing, Origination & Advisory and Global Transaction Banking businesses. The integrated division brings together
the wholesale banking expertise, coverage, risk management and infrastructure across Deutsche Bank into one division.
The FIC Sales & Trading and Equity Sales & Trading businesses combines sales, trading and structuring of a wide range of financial
market products, including bonds, equities and equity-linked products, exchange-traded and over-the-counter derivatives, foreign
exchange, money market instruments, and structured products. Coverage of institutional clients is provided by the Institutional Client
Group and Equity Sales, while Research provides analysis of markets, products and trading strategies for clients.
Corporate Finance is responsible for mergers and acquisitions (M&A) as well as debt and equity advisory and origination. Regional
and industry-focused coverage teams ensure the delivery of the entire range of financial products and services to its corporate and
institutional clients.
Global Transaction Banking (GTB) is a global provider of cash management, trade finance and securities services, delivering the full
range of commercial banking products and services for both corporate clients and financial institutions worldwide.
Private & Commercial Bank
The Private & Commercial Bank (PCB) corporate division consists of our four business units Postbank, Private & Commercial Clients
Germany, Private & Commercial Clients International and Wealth Management. PCB serves personal and private clients, small and
medium-sized enterprises as well as wealthy private clients. PCB's product range includes payment and account services, credit and
deposit products as well as investment advice. In these products, PCB offers its customers both the coverage of all basic financial
needs and individual, tailor-made solutions. PCB pursues an omni-channel approach and its customers can flexibly choose between
different possibilities to access its services and products (branches, advisory centers, mobile networks of independent advisors and
online/mobile banking).

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Asset Management
Asset Management is Deutsche Bank's investment management division, which offers investment funds and manages assets on
behalf of institutional clients. It offers individuals and institutions traditional and alternative investments across all major asset classes.
In March 2017, Deutsche Bank announced its intention to pursue a partial initial public offering of Asset Management, which was
completed in March 2018. Since March 23, 2018, shares of the holding company for Asset Management, DWS Group GmbH & Co.
KGaA ("DWS"), are listed on the Frankfurt Stock Exchange. Following the initial public offering, Deutsche Bank owns slightly less than
80% of DWS. As part of this evolution, Asset Management has adopted its existing European brand "DWS" globally.

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T he Ex c ha nge Offe rs

Ba c k ground
We are conducting the Exchange Offers for the following series of outstanding
notes issued by us (including through one of our branches):

· Floating Rate Senior Notes due August 2020, issued in two tranches on
August 20, 2015 and August 25, 2015 with an initial aggregate principal

amount of $375,000,000 that were registered under the Securities Act (CUSIP
No. 25152R2V4) (the "A Origina l N ot e s due August 2 0 2 0 ").**

· 2.95% Senior Notes due August 2020, issued on August 20, 2015 with an initial
aggregate principal amount of $1,000,000,000 that were registered under the

Securities Act (CUSIP No. 25152R2U6) (the "B Origina l N ot e s due
August 2 0 2 0 ").**

· 3.125% Senior Notes due January 2021, issued on January 13, 2016 with an
initial aggregate principal amount of $1,000,000,000 that were registered under

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the Securities Act (CUSIP No. 25152R2X0) (the "Origina l N ot e s due
J a nua ry 2 0 2 1 ").***

· $3.375% Senior Notes due May 2021, issued on May 12, 2016 with an initial
aggregate principal amount of $1,500,000,000 that were registered under the

Securities Act (CUSIP No. 25152R5F6) (the "Origina l N ot e s due M a y
2 0 2 1 ").***

· 4.25% Senior Notes due October 2021, issued in two tranches on October 14,
2016 and October 18, 2016 with an initial aggregate principal amount of

$4,500,000,000 that were not registered under the Securities Act (CUSIP No.
251541AN8) (the "A Origina l N ot e s due Oc t obe r 2 0 2 1 ").****

· 4.25% Eligible Liabilities Senior Notes due October 2021, issued on May 18,
2017 with an initial aggregate principal amount of $3,644,873,000 that were

registered under the Securities Act (CUSIP No. 251541AQ1) (the "B Origina l
N ot e s due Oc t obe r 2 0 2 1 ") in exchange for $3,644,873,000 aggregate
principal amount of A Original Notes due October 2021.*****

· 3.70% Senior Notes due May 2024, issued through our London branch on
May 30, 2014 with an initial aggregate principal amount of $1,600,000,000 that

were registered under the Securities Act (CUSIP No. 25152RXA6) (the
"Origina l N ot e s due M a y 2 0 2 4 ").*

· 4.10% Senior Notes due January 2026, issued on January 13, 2016 with an
initial aggregate principal amount of $750,000,000 that were registered under
the Securities Act (CUSIP No. 25152R2Y8) (the "Origina l N ot e s due
J a nua ry 2 0 2 6 " and, together with the A Original Notes due August 2020, the

B Original Notes due August 2020, the Original Notes due January 2021, the
Original Notes due May 2021, the A Original Notes due October 2021, the B
Original Notes due October 2021 and the Original Notes due May 2024, the
"Origina l N ot e s" and each, a "se rie s ").***
*
issued under the senior indenture, dated November 22, 2006, among us, as issuer, Law Debenture

Trust Company of New York, as trustee, and

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Deutsche Bank Trust Company Americas, as paying agent, issuing agent, authenticating agent and

registrar (the "Se nior I nde nt ure ")

**
issued under the Senior Indenture, as supplemented by the second supplemental senior indenture,

dated as of January 1, 2015 (the "Se c ond Supple m e nt a l Se nior I nde nt ure ")

***
issued under the Senior Indenture, as supplemented by the Second Supplemental Senior Indenture

and the third supplemental senior indenture, dated as of January 1, 2016 (the "T hird
Supple m e nt a l Se nior I nde nt ure ")

****
issued pursuant to an agency agreement, dated June 24, 2016, among us, as issuer, Deutsche Bank

Trust Company Americas, as registrar, and the other parties named therein (the "Age nc y
Agre e m e nt ")

*****
issued under the eligible liabilities senior indenture, dated as of April 19, 2017, among us, as issuer,
The Bank of New York Mellon, as trustee, and Deutsche Bank Trust Company Americas, as paying

agent, authenticating agent, issuing agent and registrar (the "Ba se Eligible Lia bilit ie s Se nior
I nde nt ure ")

T he Ex c ha nge Offe rs
Subject to a minimum tender of $100,000 aggregate principal amount of Original
Notes of a series, we are offering to exchange:

· Up to $375,000,000 aggregate principal amount of A Original Notes due August
2020 for a like principal amount of Floating Rate Eligible Liabilities Senior Notes
due August 2020 to be issued through our New York branch under the Base
Eligible Liabilities Senior Indenture, as supplemented by the first supplemental

eligible liabilities senior indenture, dated as of July 10, 2017 (the "First
Supple m e nt a l Eligible Lia bilit ie s Se nior I nde nt ure " and, together with
the Base Eligible Liabilities Senior Indenture, the "Eligible Lia bilit ie s
Se nior I nde nt ure "), and that have been registered under the Securities Act
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(CUSIP No. 251526BT5) (the "A Ex c ha nge N ot e s due August 2 0 2 0 ");

· Up to $829,211,000 aggregate principal amount of B Original Notes due August
2020 for a like principal amount of 2.95% Eligible Liabilities Senior Notes due
August 2020 to be issued through our New York branch under the Eligible

Liabilities Senior Indenture and that have been registered under the Securities
Act (CUSIP No. 251526BU2) (the "B Ex c ha nge N ot e s due August
2 0 2 0 ");

· Up to $928,309,000 aggregate principal amount of Original Notes due January
2021 for a like principal amount of 3.125% Eligible Liabilities Senior Notes due

January 2021 to be issued through our New York branch under the Eligible
Liabilities Senior Indenture and that have been registered under the Securities
Act (CUSIP No. 251526BV0) (the "Ex c ha nge N ot e s due J a nua ry 2 0 2 1 ");

· Up to $1,475,000,000 aggregate principal amount of Original Notes due May
2021 for a like principal amount of 3.375% Eligible Liabilities Senior Notes due

May 2021 to be issued through our New York branch under the Eligible
Liabilities Senior Indenture and that have been registered under the Securities
Act (CUSIP No. 251526BW8) (the "Ex c ha nge N ot e s due M a y 2 0 2 1 ");

· Up to $181,822,000 aggregate principal amount of A Original Notes due

October 2021 for a like principal amount of 4.25% Eligible Liabilities Senior
Notes due October 2021 to be issued through our New York branch under the

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Eligible Liabilities Senior Indenture and that have been registered under the

Securities Act (CUSIP No. 251526BX6) (the "Ex c ha nge N ot e s due
Oc t obe r 2 0 2 1 ");

· Up to $3,644,873,000 aggregate principal amount of B Original Notes due
October 2021 for a like principal of 4.25% Eligible Liabilities Senior Notes due
October 2021 to be issued through its New York branch to be issued through
our New York branch under the Eligible Liabilities Senior Indenture and that

have been registered under the Securities Act (CUSIP No. 251526BX6) (the
"Ex c ha nge N ot e s due Oc t obe r 2 0 2 1 ," which will form a single series
with the Exchange Notes due October 2021 issued in exchange for A Original
Notes due October 2021);

· Up to $1,549,329,000 aggregate principal amount of Original Notes due May
2024 for a like principal amount of 3.70% Eligible Liabilities Senior Notes due

May 2024 to be issued through our New York branch under the Eligible
Liabilities Senior Indenture and that have been registered under the Securities
Act (CUSIP No. 251526BY4) (the "Ex c ha nge N ot e s due M a y 2 0 2 4 "); and

· Up to $746,645,000 aggregate principal amount of Original Notes due January
2026 for a like principal amount of 4.10% Eligible Liabilities Senior Notes due
January 2026 to be issued through our New York branch under the Eligible
Liabilities Senior Indenture and that have been registered under the Securities
Act (CUSIP No. 251526BZ1) (the "Ex c ha nge N ot e s due J a nua ry 2 0 2 6 "

and, together with the A Exchange Notes due August 2020, the B Exchange
Notes due August 2020, the Exchange Notes due January 2021, the Exchange
Notes due May 2021, the Exchange Notes due October 2021 and the
Exchange Notes due May 2024, the "Ex c ha nge N ot e s" and each, a
"se rie s "),

in each case plus, in respect of Original Notes validly tendered prior to the
applicable Early Participation Deadline and not validly withdrawn prior to the

applicable Expiration Deadline, the applicable Early Participation Cash Incentive
(as defined below).
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You may tender Original Notes of any series only in denominations of $100,000
and integral multiples of $1,000 in excess thereof. In order to be exchanged, an
Original Note must be validly tendered, not validly withdrawn and accepted.

Subject to the satisfaction or waiver of the conditions of the Exchange Offers, all
Original Notes that are validly tendered and not validly withdrawn will be
exchanged.

As of the date of this prospectus, $375,000,000 aggregate principal amount of A
Original Notes due August 2020, $829,211,000 aggregate principal amount of B
Original Notes due August 2020, $928,309,000 aggregate principal amount of
Original Notes due January 2021, $1,475,000,000 aggregate principal amount of

Original Notes due May 2021, $181,822,000 aggregate principal amount of A
Original Notes due October 2021, $3,644,873,000 aggregate principal amount of B
Original Notes due October 2021, $1,549,329,000 aggregate principal amount of
Original Notes due May 2024

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and $746,645,000 aggregate principal amount of Original Notes due January 2026

are outstanding.

If all outstanding Original Notes are tendered for exchange, there will be
$375,000,000 aggregate principal amount of A Exchange Notes due August 2020,
$829,211,000 aggregate principal amount of B Exchange Notes due August 2020,
$928,309,000 aggregate principal amount of Exchange Notes due January 2021,

$1,475,000,000 aggregate principal amount of Exchange Notes due May 2021,
$3,826,695,000 aggregate principal amount of Exchange Notes due October 2021,
$1,549,329,000 aggregate principal amount of Exchange Notes due May 2024 and
$746,645,000 aggregate principal amount of Exchange Notes due January 2026
outstanding after the Exchange Offers.

Ea rly Pa rt ic ipa t ion Conside ra t ion
The Early Participation Consideration (consisting of the relevant Exchange
Consideration plus the Early Participation Cash Incentive in respect of each series
of Original Notes to be exchanged) for each $1,000 principal amount of Original
Notes of a series (subject to a minimum tender of $100,000 aggregate principal
amount of Original Notes of such series) that is validly tendered prior to the
applicable Early Participation Deadline and not validly withdrawn prior to the
applicable Expiration Deadline, and accepted by us for exchange, will be as
follows:

· For the A Original Notes due August 2020, $1,000 principal amount of A

Exchange Notes due August 2020, plus an Early Participation Cash Incentive of
$1;

· For the B Original Notes due August 2020, $1,000 principal amount of B

Exchange Notes due August 2020, plus an Early Participation Cash Incentive of
$1;

· For the Original Notes due January 2021, $1,000 principal amount of Exchange

Notes due January 2021, plus an Early Participation Cash Incentive of $1;

· For the Original Notes due May 2021, $1,000 principal amount of Exchange

Notes due May 2021, plus an Early Participation Cash Incentive of $1;

· For the A Original Notes due October 2021, $1,000 principal amount of

Exchange Notes due October 2021, plus an Early Participation Cash Incentive
of $1;

· For the B Original Notes due October 2021, $1,000 principal amount of

Exchange Notes due October 2021, plus an Early Participation Cash Incentive
of $1;
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· For the Original Notes due May 2024, $1,000 principal amount of Exchange

Notes due May 2024, plus an Early Participation Cash Incentive of $1; and

· For the Original Notes due January 2026, $1,000 principal amount of Exchange

Notes due January 2026, plus an Early Participation Cash Incentive of $1.

Holders must validly tender their Original Notes prior to the applicable Early

Participation Deadline and not validly withdraw

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such Original Notes prior to the applicable Expiration Deadline in order to be

entitled to receive the applicable Early Participation Consideration.

Ex c ha nge Conside ra t ion
The Exchange Consideration for each $1,000 principal amount of Original Notes of
a series (subject to a minimum tender of $100,000 aggregate principal amount of
Original Notes of such series) that is validly tendered and not validly withdrawn
prior to the applicable Expiration Deadline and accepted by us for exchange, will
be $1,000 principal amount of Exchange Notes of the corresponding series.

Holders validly tendering and not validly withdrawing their Original Notes after the
applicable Early Participation Deadline but prior to the applicable Expiration

Deadline, whose tenders are accepted by us for exchange, will be entitled to
receive the applicable Exchange Consideration, but not the applicable Early
Participation Consideration.

Ea rly Pa rt ic ipa t ion De a dline
The Early Participation Deadline with respect to the Exchange Offers (i.e., the time
by which a holder must have validly tendered Original Notes in an Exchange Offer
to be entitled to receive the applicable Early Participation Consideration, consisting
of the applicable Exchange Consideration plus the applicable Early Participation
Cash Incentive), which was previously scheduled to occur on May 15, 2018, is now
scheduled for 11:59 p.m., New York City time, on May 30, 2018, unless extended
by us with respect to any Exchange Offer.

Ex pira t ion De a dline
The Exchange Offers will expire at 11:59 p.m., New York City time, on May 30,
2018, unless we extend the period of time during which the relevant Exchange
Offers are open.

Se t t le m e nt Da t e
The Issuer will issue the Exchange Notes promptly after the Expiration Deadline of
the applicable Exchange Offer.

Wit hdra w a l Right s
Tenders may be withdrawn at any time before 11:59 p.m., New York City time, on
the applicable Expiration Deadline. See "The Exchange Offers--Withdrawal
Rights."

Purpose of t he Ex c ha nge Offe rs
While the Issuer of the Exchange Notes being offered in the Exchange Offers will
remain Deutsche Bank AG, we are engaging in the Exchange Offers in part to
establish Deutsche Bank AG's New York branch as the location within Deutsche
Bank AG that is directly raising the funding represented by the Exchange Notes.
The assets and capital of Deutsche Bank AG are available to satisfy the obligations
under the Exchange Notes and from a corporate law perspective the Exchange
Notes will be issued by the same issuer as was the case for the Original Notes.
Under the law and regulation applicable to financial institutions in the United
States, making Deutsche Bank AG New York Branch the direct recipient of the
funding represented by the Exchange Notes establishes the Exchange Notes as
liabilities of the New York branch for banking regulatory purposes, including local
liquidity requirements and regulatory reporting on the liabilities of the New York
branch. We are also including in the terms and conditions of the Exchange Notes
provisions that reflect the German banking regulation currently applicable to us and
to senior debt we issue under the Eligible Liabilities Senior Indenture. Finally,
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Document Outline

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