Obligation Deutsch Bank New York 4.1% ( US251526BZ10 ) en USD

Deutsch Bank New York

100 % ⇌

Allemagne

US251526BZ10 ( en USD )

4.1% par an ( paiement semestriel )

15/07/2022 - Obligation échue

Prospectus brochure de l'obligation Deutsche Bank (New York Branch) US251526BZ10 en USD 4.1%, échue

100 000 USD

375 469 000 USD

251526BZ1

BBB- ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

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 US251526BZ10, paye un coupon de 4.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2022

L'Obligation émise par Deutsch Bank New York ( Allemagne ) , en USD, avec le code ISIN US251526BZ10, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Deutsch Bank New York ( Allemagne ) , en USD, avec le code ISIN US251526BZ10, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B3 1 d562082d424b3.htm FORM 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-224595
PROSPECTUS
Deutsche Bank Aktiengesellschaft
Offers to Exchange
$375,000,000 aggregate principal amount of Floating Rate Senior Notes due 2020
$829,211,000 aggregate principal amount of 2.95% Senior Notes due 2020
$928,309,000 aggregate principal amount of 3.125% Senior Notes due 2021
$1,475,000,000 aggregate principal amount of 3.375% Senior Notes due 2021
$181,822,000 aggregate principal amount of 4.25% Senior Notes due 2021
$3,644,873,000 aggregate principal amount of 4.25% Eligible Liability Senior Notes due 2021
$1,549,329,000 aggregate principal amount of 3.70% Senior Notes due 2024
$746,645,000 aggregate principal amount of 4.10% Senior Notes due 2026
The Exchange Offers will expire at 11:59 p.m., New York City time, on May 30, 2018 (the "Expiration Deadline"), unless extended. Holders of Original Notes (as defined herein)
must validly tender their Original Notes at or prior to 11:59 p.m. New York City time on May 30, 2018, unless extended (such date and time, as the same may be extended, the
"Early Participation Deadline") and not validly withdraw their Original Notes prior to the Expiration Deadline in order to receive the Early Participation Cash Incentive (as
defined herein). Holders of Original Notes tendering their Original Notes after the Early Participation Deadline but prior to the Expiration Deadline will be eligible to receive
only the Exchange Consideration (as defined herein).
Deutsche Bank Aktiengesel schaft is offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (together, the "Offer
Documents"), to exchange any and al validly tendered (and not validly withdrawn) and accepted notes of the fol owing 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.
Early Participation
Exchange
Consideration(1)(2)
Consideration(1)
Notes to be Exchanged
Aggregate
Notes to be Issued by Deutsche Bank AG,
Exchange
Early
Exchange
(collectively,
Principal
acting through its New York branch
Notes
Participation
Notes
the "Original Notes"
Amount
(collectively, the "Exchange Notes"
(principal
Cash
(principal
CUSIP No.
and each, a "series")
Outstanding
and each, a "series")
amount)
Incentive
amount)
25152R2V4 Floating Rate Senior Notes due
$375,000,000
Floating Rate Eligible Liabilities Senior Notes due August 2020 (the
$1,000
$1
$1,000
August 2020(3 )(the "A Original
"A Exchange Notes due August 2020")
Notes due August 2020")
25152R2U6 2.95% Senior Notes due August
$829,211,000
2.95% Eligible Liabilities Senior Notes due August 2020 (the "B
$1,000
$1
$1,000
2020(3 )(the "B Original Notes
Exchange Notes due August 2020")
due August 2020")
25152R2X0 3.125% Senior Notes due
$928,309,000
3.125% Eligible Liabilities Senior Notes due January 2021 (the
$1,000
$1
$1,000
January 2021(3 )(the "Original
"Exchange Notes due January 2021")
Notes due January 2021")
25152R5F6 3.375% Senior Notes due May
$1,475,000,000
3.375% Eligible Liabilities Senior Notes due May 2021 (the
$1,000
$1
$1,000
2021(3 )(the "Original Notes due
"Exchange Notes due May 2021")
May 2021")
251541AN8 4.25% Senior Notes due October
$181,822,000
4.25% Eligible Liabilities Senior Notes due October 2021 (the
$1,000
$1
$1,000
2021(4 )(the "A Original Notes
"Exchange Notes due October 2021")
due October 2021")
251541AQ1 4.25% Eligible Liabilities Senior
$3,644,873,000
4.25% Eligible Liabilities Senior Notes due October 2021(6 )(the
$1,000
$1
$1,000
Notes due October 2021(3 )(the
"Exchange Notes due October 2021")
"B Original Notes due October
2021")
25152RXA6 3.70% Senior Notes due May
$1,549,329,000
3.70% Eligible Liabilities Senior Notes due May 2024 (the "Exchange
$1,000
$1
$1,000
2024(3)(5 )(the "Original Notes
Notes due May 2024")
due May 2024")
25152R2Y8 4.10% Senior Notes due January
$746,645,000
4.10% Eligible Liabilities Senior Notes due January 2026 (the
$1,000
$1
$1,000
2026(3 )(the "Original Notes due
"Exchange Notes due January 2026")
January 2026")
(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 "Securities Act").
(4) Not registered under the Securities Act.
(5) Issued by Deutsche Bank AG, acting through its London branch.
(6) Wil 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 col ectively as the "Exchange Offers" and each, an "Exchange Offer."
See "Risk Factors" beginning on page 16 of this prospectus for a description of certain factors relating to the decision to tender your Original Notes in the Exchange Offers
and to an investment in the Exchange Notes.
When we use the term "Notes" 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 ful y described in this prospectus.
Each series of Exchange Notes wil 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 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 wil 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."
Exchange Notes will be issued in denominations of $100,000 and integral multiples of $1,000 in excess thereof. Accordingly, 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. Original Notes of a series having an
aggregate principal amount of less than $100,000 will not be accepted for exchange in any of the Exchange Offers.
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 "Early Participation Deadline") and not validly
withdrawn prior to the Expiration Deadline (as defined below), holders wil be eligible to receive the early participation consideration set out in the table above (the "Early Participation
Consideration"), comprising $1,000 principal amount of Exchange Notes of the corresponding series (the "Exchange Consideration") and the cash component specified in the table above
(the "Early Participation Cash Incentive").
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 wil 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 wil have an interest rate and maturity date that are identical to the interest rate and maturity date of such tendered Original Note,
as wel as identical interest payment dates and optional redemption terms. No accrued but unpaid interest wil 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 wil have accrued from the most recent interest payment date for such tendered Original Note.

The Exchange Offers wil expire immediately fol owing 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 "Expiration Deadline" and, where such term is used without specifying one or more individual Exchange Offers, the Expiration Deadline for al 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, wil not apply to the Exchange Notes due October 2021.
We wil 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 wil be
retired and canceled. Accordingly, the issuance of the Exchange Notes wil not result in any increase in our outstanding indebtedness.
The exchange of Original Notes of each series for the corresponding series of Exchange Notes wil be a taxable event for U.S. federal income tax purposes.
By its acquisition of the Exchange Notes, each holder of the Exchange Notes (including each beneficial owner) acknowledges that claims for payment may be written down,
be converted into ordinary shares or other instruments of ownership or become subject to other Resolution Measures (as defined herein). You may lose part or all of your
investment if any Resolution Measure becomes applicable to us. For more information regarding the potential imposition of Resolution Measures by the competent resolution
authority, please see "Resolution Measures" herein.
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 wil be represented by one or more global notes registered in the name of The Depository Trust Company, which we refer to as "DTC," or its nominee.
Beneficial interests in the Exchange Notes wil be shown on, and transfers thereof wil be effected only through, records maintained by DTC and its direct and indirect participants, including
Clearstream Banking, société anonyme, which we refer to as "Clearstream, Luxembourg," or Euroclear Bank, SA/NV, or its successor, as operator of the Euroclear System, which we refer
to as "Euroclear." See "Book-entry, Delivery and Form of Securities."
The Dealer Manager for the Exchange Offers is:
Deutsche Bank Securities
The date of this prospectus is May 30, 2018

Table of Contents
TABLE OF CONTENTS
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 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.
PRIIPs Regulation/Prohibition of Sales to EEA Retail Investors
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, "MiFID II"); (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 "PRIIPs Regulation") 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.
MiFID II Product Governance/Professional Investors and ECPs-only Target Market
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 "distributor") 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

Table of Contents
FOWARD-LOOKING STATEMENTS
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," "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 "2017 Form 20-F") and elsewhere therein and herein and in any prospectus
supplements and others to which we do not refer.
iii

Table of Contents
WHERE YOU CAN FIND MORE INFORMATION;
DOCUMENTS INCORPORATED BY REFERENCE
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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 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.
In order to obtain timely delivery of such materials, you must request information from us no later than five Business Days (defined
below) prior to the applicable Expiration Deadline. (For the purposes of the Exchange Offers, "Business Day" 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.)
iv

Table of Contents
PROSPECTUS SUMMARY
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.
Deutsche Bank Aktiengesellschaft
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
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).
1

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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.
2

Table of Contents
The Exchange Offers
Background
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 Original Notes due August 2020").**
·
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 Original Notes due August
2020").**
·
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
the Securities Act (CUSIP No. 25152R2X0) (the "Original Notes due January
2021").***
·
$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 "Original Notes due May 2021").***
·
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 Original Notes due October 2021").****
·
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 Original
Notes due October 2021") 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 "Original
Notes due May 2024").*
·
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 "Original Notes due January
2026" 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 "Original
Notes" and each, a "series").***
*
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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Table of Contents
Deutsche Bank Trust Company Americas, as paying agent, issuing agent, authenticating agent and
registrar (the "Senior Indenture")
**
issued under the Senior Indenture, as supplemented by the second supplemental senior indenture, dated
as of January 1, 2015 (the "Second Supplemental Senior Indenture")
***
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 "Third Supplemental Senior
Indenture")
****
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 "Agency Agreement")
*****
issued under the eligible liabilities senior indenture, dated as of April 19, 2017, among us, as issuer, The
Bank of New York Mel on, as trustee, and Deutsche Bank Trust Company Americas, as paying agent,
authenticating agent, issuing agent and registrar (the "Base Eligible Liabilities Senior Indenture")
The Exchange Offers
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
Supplemental Eligible Liabilities Senior Indenture" and, together with the
Base Eligible Liabilities Senior Indenture, the "Eligible Liabilities Senior
Indenture"), and that have been registered under the Securities Act (CUSIP No.
251526BT5) (the "A Exchange Notes due August 2020");
·
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 Exchange Notes due August 2020");
·
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 "Exchange Notes due January 2021");
·
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 "Exchange Notes due May 2021");
·
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
4