Obligation Deutsch Bank New York 2.129% ( US251526CE71 ) en USD

Deutsch Bank New York

100 % ▲

Allemagne

US251526CE71 ( en USD )

2.129% par an ( paiement semestriel )

23/11/2026

Prospectus brochure de l'obligation Deutsche Bank (New York Branch) US251526CE71 en USD 2.129%, échéance 23/11/2026

150 000 USD

2 000 000 000 USD

251526CE7

BBB- ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

24/11/2025 ( Dans 108 jours )

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 US251526CE71, paye un coupon de 2.129% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/11/2026

L'Obligation émise par Deutsch Bank New York ( Allemagne ) , en USD, avec le code ISIN US251526CE71, a été notée Baa2 ( 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 US251526CE71, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp141199_424b2-ps3120.htm FORM 424B2
Pricing Supplement No. 3120
Registration Statement No. 333226421
To prospectus supplement dated August 20, 2018
Rule 424(b)(2)
and
prospectus dated August 20, 2018
Deutsche Bank AG
$2,000,000,000 Fixed-to-Floating Rate Eligible Liabilities Senior Notes due November 24, 2026
General

The Fixed-to-Floating Rate Eligible Liabilities Senior Notes due November 24, 2026 (the "notes") pay
interest semi-annually in arrears for the first five years at a rate of 2.129% per annum and, thereafter, at a
variable rate per annum equal to Compounded SOFR (as defined below) plus 1.87%. We may, in our sole
discretion, redeem the notes in whole, but not in part, on November 24, 2025. All payments on the notes,
including interest payments and the repayment of principal at maturity, are subject to the credit of the
Issuer.

Unsecured, unsubordinated senior non-preferred obligations of Deutsche Bank AG due November 24, 2026

Minimum denominations of $150,000 and integral multiples of $1,000 (the "Principal Amount") in excess
thereof

The notes priced on November 17, 2020 (the "Trade Date") and are expected to settle on November 24,
2020 (the "Settlement Date"). Delivery of the notes in book-entry form only will be made through The
Depository Trust Company ("DTC").
Key Terms
Issuer:
Deutsche Bank AG New York Branch
Issue Price:
100.00%
Interest Rate:
From, and including, the Settlement Date to, but excluding the Reset Date (the "Fixed Rate
Period"), the notes will bear interest at 2.129% per annum, payable semi-annually in
arrears on each Interest Payment Date, based on a 30/360 day count convention.
From, and including, the Reset Date to, but excluding the Maturity Date (the "Floating Rate
Period"), the notes will bear interest equal to Compounded SOFR plus the Spread,
payable quarterly in arrears on each Interest Payment Date, based on an Actual/360 day
count convention. In no case will the amount payable on any Interest Payment Date be less
than zero.
Compounded SOFR:
A compounded average of daily SOFR determined for each quarterly Interest Period in
accordance with the specific formula described below under "Description of the Notes--
Compounded SOFR."
For purposes of calculating Compounded SOFR with respect to the final Interest Period,
the daily SOFR for each calendar day in the period from, and including, the Rate Cut-Off
Date, to but excluding, the Maturity Date will be the daily SOFR in respect of such Rate
Cut-Off Date.
Spread:
1.87%
(Key Terms continued on next page)
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page PS5 of the
accompanying prospectus supplement and page 19 of the accompanying prospectus and "Selected Risk
Considerations" beginning on page PS6 of this pricing supplement.
By acquiring the notes, you will be bound by and will be deemed to consent to the imposition of any
Resolution Measure (as defined below) by the competent resolution authority, which may include the write
down of all, or a portion, of any payment on the notes or the conversion of the notes into ordinary shares
or other instruments of ownership. In a German insolvency proceeding or in the event of the imposition of
Resolution Measures with respect to the Issuer, certain specifically defined senior unsecured debt
instruments, including the notes, would rank junior to, without constituting subordinated debt, all other
outstanding unsecured unsubordinated obligations of the Issuer, including some of the other senior debt
securities issued by the Issuer, and would be satisfied only if all such other senior unsecured
unsubordinated obligations of the Issuer have been paid in full. If any Resolution Measure becomes
applicable to us, you may lose some or all of your investment in the notes. Please see "Resolution
Measures and Deemed Agreement" on page PS3 of this pricing supplement for more information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the
accompanying prospectus supplement or prospectus. Any representation to the contrary is a criminal offense.
Discounts and
Price to Public
Commissions(1)
Proceeds to Us
Per Note
100.00%
0.325%
99.675%
Total
$2,000,000,000.00
$6,500,000.00
$1,993,500,000.00
(1) For more detailed information about discounts and commissions, please see "Supplemental Plan of Distribution
(Conflicts of Interest)" in this pricing supplement.
Deutsche Bank Securities Inc. ("DBSI"), an agent for this offering, is our affiliate. For more information, see
"Supplemental Plan of Distribution (Conflicts of Interest)" in this pricing supplement.
The notes are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other U.S. or foreign governmental agency or instrumentality.
Deutsche Bank Securities
November 17, 2020

(Key Terms continued from previous page)
Interest Periods:
With respect to the Fixed Rate Period, each period from, and including, an Interest
Payment Date (or the Settlement Date in the case of the first Interest Period during the
Fixed Rate Period) to, but excluding, the following Interest Payment Date (or the Reset
Date in the case of the final Interest Period during the Fixed Rate Period).
With respect to the Floating Rate Period, each period from, and including, an Interest
Period End Date (or the Reset Date in the case of the first Interest Period during the
Floating Rate Period) to, but excluding, the following Interest Period End Date (or the
Maturity Date in the case of the final Interest Period during the Floating Rate Period).
Interest Period End
With respect to the Floating Rate Period, February 24, May 24, August 24 and November
Dates:
24 of each year, beginning on November 24, 2025 and ending on the Maturity Date;
provided that if any scheduled Interest Period End Date (other than the Maturity Date) is
not a Business Day, it will be postponed to the following Business Day, except that, if that
Business Day would fall in the next calendar month, the Interest Period End Date will be
the immediately preceding Business Day.
If the scheduled final Interest Period End Date (i.e., the Maturity Date) falls on a day that
is not a Business Day, the payment of principal and interest will be made on the next
succeeding Business Day, but interest on that payment will not accrue from and after the
scheduled final Interest Period End Date.
Interest Payment Dates: With respect to the Fixed Rate Period, May 24 and November 24 of each year, beginning
on May 24, 2021 and ending on the Reset Date; provided that if any scheduled Interest
Payment Date is not a Business Day, the interest will be paid on the first following day that
is a Business Day. Notwithstanding the foregoing, such interest will be paid with the full
force and effect as if made on such scheduled Interest Payment Date, and no adjustment
will be made to the amount of interest to be paid.
With respect to the Floating Rate Period, the second Business Day following each Interest
Period End Date; provided that the Interest Payment Date with respect to the final Interest
Period will be the Maturity Date.
Rate Cut-Off Date:
The date that is the second U.S. Government Securities Business Day prior to the
Maturity Date
Early Redemption:
We have the right to redeem the notes in whole, but not in part, at 100% of the Principal
Amount together with any accrued but unpaid interest on the Reset Date by giving not
less than 5 Business Days' prior notice, subject to regulatory approval. If the scheduled
Reset Date is not a Business Day, it will be postponed to the following Business Day.
U.S. Government
Any day except for a Saturday, Sunday or a day on which the Securities Industry and
Securities Business Day: Financial Markets Association (or any successor thereto) recommends that the fixed
income departments of its members be closed for the entire day for purposes of trading in
U.S. government securities.
Business Day:
Any day other than a day that is (i) a Saturday or Sunday, (ii) a day on which banking
institutions generally in the City of New York are authorized or obligated by law, regulation
or executive order to close, (iii) a day on which transactions in U.S. dollars are not
conducted in the City of New York or (iv) a day on which TARGET2 is not operating
Trade Date:
November 17, 2020
Settlement Date:
November 24, 2020
Reset Date:
November 24, 2025
Maturity Date:
November 24, 2026
Listing:
The notes will not be listed on any securities exchange.
CUSIP / ISIN:
251526CE7 / US251526CE71
PS-2

RESOLUTION MEASURES AND DEEMED AGREEMENT
On May 15, 2014, the European Parliament and the Council of the European Union adopted a directive
establishing a framework for the recovery and resolution of credit institutions and investment firms (commonly
referred to as the "Bank Recovery and Resolution Directive"), which was implemented into German law by the
German Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz, or, as amended, the "Resolution
Act"), which became effective on January 1, 2015. The Bank Recovery and Resolution Directive and the Resolution
Act provided national resolution authorities with a set of resolution powers to intervene in the event that a bank is
failing or likely to fail and certain other conditions are met. From January 1, 2016, the power to initiate resolution
measures applicable to significant banking groups (such as Deutsche Bank Group) in the European Banking Union
was transferred to the European Single Resolution Board which, based on the European Union regulation
establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment
firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund (the "SRM Regulation"),
works in close cooperation with the European Central Bank, the European Commission and the national resolution
authorities. Pursuant to the SRM Regulation, the Resolution Act and other applicable rules and regulations, the
notes may be subject to any Resolution Measure by the competent resolution authority if we become, or are
deemed by the competent supervisory authority to have become, "non-viable" (as defined under the then-applicable
law) and are unable to continue our regulated banking activities without a Resolution Measure becoming applicable
to us.
By acquiring the notes, you will be bound by and will be deemed irrevocably to consent to the provisions set
forth in the accompanying prospectus, which we have summarized below. 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 the
competent resolution authority to: (i) write down, including to zero, any payment on the notes; (ii) convert the notes
into ordinary shares of (a) the Issuer, (b) any group entity or (c) any bridge bank or other instruments of ownership
of such entities qualifying as common equity tier 1 capital (and issue to or confer on the holders (including the
beneficial owners) such ordinary shares or instruments); and/or (iii) apply any other resolution measure including,
but not limited to, any transfer of the notes to another entity, the amendment, modification or variation of the terms
and conditions of the notes or the cancellation of the notes. We refer to each of these measures as a "Resolution
Measure." A "group entity" refers to an entity that is included in the corporate group subject to a Resolution
Measure. A "bridge bank" refers to a newly chartered German bank that would receive some or all of our equity
securities, assets, liabilities and material contracts, including those attributable to our branches and subsidiaries, in
a resolution proceeding.
Furthermore, by acquiring the notes, you:

are deemed irrevocably to have agreed, and you will agree: (i) to be bound by, to acknowledge and to
accept any Resolution Measure and any amendment, modification or variation of the terms and conditions
of the notes to give effect to any Resolution Measure; (ii) that you will have no claim or other right against
us arising out of any Resolution Measure; and (iii) that the imposition of any Resolution Measure will not
constitute a default or an event of default under the notes, under the Eligible Liabilities Senior Indenture
dated April 19, 2017 among us, The Bank of New York Mellon, as trustee, and Deutsche Bank Trust
Company Americas, as paying agent, authenticating agent, issuing agent and registrar, as supplemented
by the first supplemental eligible liabilities senior indenture dated as of July 10, 2017, the second
supplemental eligible liabilities senior indenture dated as of July 21, 2018 and the third supplemental
eligible liabilities senior indenture dated as of November 17, 2020, and as may be further amended and
supplemented from time to time (the "Indenture"), or for the purposes of, but only to the fullest extent
permitted by, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act");

waive, to the fullest extent permitted by the Trust Indenture Act and applicable law, any and all claims
against the trustee and the paying agent, the issuing agent and the registrar (each, an "indenture agent")
for, agree not to initiate a suit against the trustee or the indenture agents in respect of, and agree that the
trustee and the indenture agents will not be liable for, any action that the trustee or any of the indenture
agents takes, or abstains from taking, in either case in accordance with the imposition of a Resolution
Measure by the competent resolution authority with respect to the notes; and

will be deemed to have: (i) consented to the imposition of any Resolution Measure as it may be imposed
without any prior notice by the competent resolution authority of its decision to exercise such power with
respect to the notes; (ii) authorized, directed and requested DTC and any direct participant in DTC or
other intermediary through which you hold such notes to take any and all necessary action, if required, to
implement the imposition of any Resolution Measure with respect to the notes as it may be imposed,
without any further action or direction on your part or on the part of the trustee or the indenture agents;
and (iii) acknowledged and accepted that the Resolution Measure provisions described herein and in the
"Resolution Measures" section of the accompanying prospectus are exhaustive on the matters described
herein and therein to the exclusion of any other agreements, arrangements or understandings between
you and the Issuer relating to the terms and conditions of the notes.

PS-3

This is only a summary, for more information please see the accompanying prospectus dated August 20,
2018, including the risk factors beginning on page 19 of such prospectus.
PS-4

SUMMARY
You should read this pricing supplement together with the prospectus supplement dated August 20, 2018
relating to our Eligible Liabilities Senior Notes, Series D of which these notes are a part and the prospectus dated
August 20, 2018. You may access these documents on the website of the Securities and Exchange Commission
(the "SEC") at.www.sec.gov as follows (or, if such address has changed, by reviewing our filings for the relevant
date on the SEC website):

Prospectus supplement dated August 20, 2018:
https://www.sec.gov/Archives/edgar/data/1159508/000095010318009814/dp94665_424b2-prosupsd.htm

Prospectus dated August 20, 2018:
https://www.sec.gov/Archives/edgar/data/1159508/000119312518252721/d567315d424b21.pdf
Our Central Index Key, or CIK, on the SEC website is 0001159508. As used in this pricing supplement, "we,"
"us" or "our" refers to Deutsche Bank AG, including, as the context requires, acting through one of its branches.
This pricing supplement, together with the documents listed above, contains the terms of the notes and
supersedes all other prior or contemporaneous oral statements as well as any other written materials including
preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample
structures, brochures or other educational materials of ours. You should carefully consider, among other things, the
matters set forth in this pricing supplement and in "Risk Factors" in the accompanying prospectus supplement and
prospectus. We urge you to consult your investment, legal, tax, accounting and other advisers before deciding to
invest in the notes.
In making your investment decision, you should rely only on the information contained or incorporated by
reference in this pricing supplement relevant to your investment and the accompanying prospectus supplement and
prospectus with respect to the notes offered by this pricing supplement and with respect to Deutsche Bank AG. We
have not authorized anyone to give you any additional or different information. The information in this pricing
supplement and the accompanying prospectus supplement and prospectus may only be accurate as of the dates of
each of these documents, respectively.
You should be aware that the regulations of the Financial Industry Regulatory Authority, Inc. ("FINRA") and
the laws of certain jurisdictions (including regulations and laws that require brokers to ensure that investments are
suitable for their customers) may limit the availability of the notes. This pricing supplement and the accompanying
prospectus supplement and prospectus do not constitute an offer to sell or a solicitation of an offer to buy the notes
under any circumstances in which such offer or solicitation is unlawful.
We are offering to sell, and are seeking offers to buy, the notes only in jurisdictions where such offers
and sales are permitted. Neither the delivery of this pricing supplement nor the accompanying prospectus
supplement or prospectus nor any sale made hereunder implies that there has been no change in our
affairs or that the information in this pricing supplement and accompanying prospectus supplement and
prospectus is correct as of any date after the date hereof.
You must (i) comply with all applicable laws and regulations in force in any jurisdiction in connection
with the possession or distribution of this pricing supplement and the accompanying prospectus
supplement and 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 agents shall have any responsibility
therefor.
PS-5

SELECTED RISK CONSIDERATIONS
An investment in the notes involves risks. This section describes the most significant risks relating to the
notes. For a complete list of risk factors, please see the accompanying prospectus supplement and prospectus.

THE VALUE OF THE NOTES MAY DECLINE DUE TO SUCH FACTORS AS A RISE IN INFLATION
AND/OR INTEREST RATES OVER THE TERM OF THE NOTES -- Because the notes mature in 2026,
their value may decline over time due to such factors as inflation and/or rising interest rates. In addition, if
the market interest rates rise during the term of the notes, the Interest Rate on the notes may in the future
be lower than the interest rates for similar debt securities then prevailing in the market. If this occurs, you
will not be able to require the Issuer to redeem the notes and will, therefore, bear the risk of holding the
notes and of earning a lower return than you could earn on other investments until the Maturity Date.

THE NOTES ARE SUBJECT TO THE CREDIT OF DEUTSCHE BANK AG -- The notes are unsecured
and unsubordinated senior non-preferred obligations of Deutsche Bank AG and are not, either directly or
indirectly, an obligation of any third party. Any interest payments to be made on the notes and the
repayment of principal at maturity depend on the ability of Deutsche Bank AG to satisfy its obligations as
they become due. An actual or anticipated downgrade in Deutsche Bank AG's credit rating or increase in
the credit spreads charged by the market for taking Deutsche Bank AG's credit risk will likely have an
adverse effect on the value of the notes. As a result, the actual and perceived creditworthiness of
Deutsche Bank AG will affect the value of the notes. Any future downgrade could materially affect
Deutsche Bank AG's funding costs and cause the trading price of the notes to decline significantly.
Additionally, under many derivative contracts to which Deutsche Bank AG is a party, a downgrade could
require it to post additional collateral, lead to terminations of contracts with accompanying payment
obligations or give counterparties additional remedies. In the event Deutsche Bank AG were to default on
its payment obligations or become subject to a Resolution Measure, you might not receive interest and
principal payments owed to you under the terms of the notes and you could lose your entire investment.

THE NOTES MAY BE WRITTEN DOWN, BE CONVERTED INTO ORDINARY SHARES OR OTHER
INSTRUMENTS OF OWNERSHIP OR BECOME SUBJECT TO OTHER RESOLUTION MEASURES.
YOU MAY LOSE SOME OR ALL OF YOUR INVESTMENT IF ANY SUCH MEASURE BECOMES
APPLICABLE TO US -- Pursuant to the SRM Regulation, the Resolution Act and other applicable rules
and regulations described above under "Resolution Measures and Deemed Agreement," the notes are
subject to the powers exercised by the competent resolution authority to impose Resolution Measures on
us, which may include: writing down, including to zero, any claim for payment on the notes; converting the
notes into ordinary shares of (i) the Issuer, (ii) any group entity or (iii) any bridge bank or other instruments
of ownership of such entities qualifying as common equity tier 1 capital (and issuing to or conferring on
the holders (including the beneficial owners) such ordinary shares or instruments); or applying any other
resolution measure including, but not limited to, transferring the notes to another entity, amending,
modifying or varying the terms and conditions of the notes or cancelling the notes. The competent
resolution authority may apply Resolution Measures individually or in any combination. Imposition of a
Resolution Measure would likely occur if we become, or are deemed by the competent supervisory
authority to have become, "non-viable" (as defined under the then-applicable law) and are unable to
continue our regulated banking activities without a Resolution Measure becoming applicable to us. The
Bank Recovery and Resolution Directive and the Resolution Act are intended to eliminate the need for
public support of troubled banks, and you should be aware that public support, if any, would only
potentially be used by the competent supervisory authority as a last resort after having assessed and
exploited, to the maximum extent practicable, the resolution tools, including the bail-in tool.
By acquiring the notes, you would have no claim or other right against us arising out of any Resolution
Measure and we would have no obligation to make payments under the notes following the imposition of
such Resolution Measure. In particular, the imposition of any Resolution Measure will not constitute a
default or an event of default under the notes, under the Indenture or for the purposes of, but only to the
fullest extent permitted by, the Trust Indenture Act. Furthermore, it will be difficult to predict when, if at
all, a Resolution Measure might become applicable to us in our individual case. Accordingly, secondary
market trading in the notes may not follow the trading behavior associated with similar types of
securities issued by other financial institutions which may be or have been subject to a Resolution
Measure.
In addition, by your acquisition of the notes, you waive, to the fullest extent permitted by the Trust
Indenture Act and applicable law, any and all claims against the trustee and the indenture agents for,
agree not to initiate a suit against the trustee or the indenture agents in respect of, and agree that the
trustee and the indenture agents will not be liable for, any action that the trustee or the indenture agents
take, or abstain from taking, in either case in accordance with the imposition of a Resolution Measure by
the competent resolution authority

PS-6

with respect to the notes. Accordingly, you may have limited or circumscribed rights to challenge
any decision of the competent resolution authority to impose any Resolution Measure.

IN A GERMAN INSOLVENCY PROCEEDING OR IN THE EVENT OF THE IMPOSITION OF
RESOLUTION MEASURES WITH RESPECT TO US, CERTAIN SPECIFICALLY DEFINED SENIOR
UNSECURED DEBT INSTRUMENTS, INCLUDING THE NOTES, WILL RANK JUNIOR TO ALL OF
OUR OTHER OUTSTANDING SENIOR UNSECURED UNSUBORDINATED OBLIGATIONS, AND WILL
BE SATISFIED ONLY IF ALL OF OUR OTHER SENIOR UNSECURED UNSUBORDINATED
OBLIGATIONS HAVE BEEN PAID IN FULL. SUCH RANKING MIGHT RESULT IN HIGHER LOSSES
BEING ALLOCATED TO THE NOTES THAN TO OUR OTHER OUTSTANDING UNSECURED
UNSUBORDINATED OBLIGATIONS --German law provides that, in a German insolvency proceeding of
the Issuer, certain specifically defined senior unsecured debt instruments would rank junior to, without
constituting subordinated debt, all other outstanding unsecured unsubordinated obligations of the Issuer
and be satisfied only if all such other senior unsecured obligations of the Issuer have been paid in full.
This prioritization would also be given effect if Resolution Measures are imposed on the Issuer, so that
obligations under debt instruments that rank junior in insolvency as described above would be written
down or converted into common equity tier 1 instruments before any other senior unsecured obligations of
the Issuer are written down or converted. A large portion of our liabilities consist of senior unsecured
obligations that either fall outside the statutory definition of debt instruments that rank junior to other
senior unsecured obligations according to German law or are expressly exempted from such definition.
Among those unsecured unsubordinated obligations that do not constitute debt instruments are
instruments with an initial maturity of less than one year as well as senior unsecured instruments of
indebtedness whose terms provide that (i) the repayment or the amount of the repayment depends on the
occurrence or non-occurrence of an event which is uncertain at the point in time when the senior
unsecured debt instruments are issued or is settled in a way other than by monetary payment or (ii) the
payment of interest or the amount of the interest payments depends on the occurrence or non-occurrence
of an event which is uncertain at the point in time when the senior unsecured debt instruments are issued
unless the payment of interest or the amount of the interest payments solely depends on a customary
fixed or floating reference interest rate and is settled by monetary payment. In a German insolvency
proceeding or in the event of the imposition of Resolution Measures with respect to us, the competent
regulatory authority or court would determine which of our senior debt securities issued under the
prospectus have the terms described in clauses (i) or (ii) above, referred to herein as the "structured"
debt securities, and which do not, referred to herein as the "non-structured" debt securities. We expect the
notes offered herein to be classified as "non-structured" debt securities, but the competent regulatory
authority or court may classify the notes differently.
Beginning January 1, 2017, according to the German Banking Act, our non-structured senior unsecured
debt instruments have become subordinated, by operation of law, to all of our other outstanding
unsecured unsubordinated obligations, including debt instruments issued prior to January 1, 2017. We
refer to the debt instruments subject to such subordination as "senior non-preferred" debt and the debt to
which they are subordinated as "senior preferred" debt. To harmonize the ranking of unsecured debt
instruments issued by banks in the European Union, a directive amending the Bank Recovery and
Resolution Directive was published on December 27, 2017. The relevant changes were implemented into
German law by amending Section 46f(5) to (9) of the German Banking Act. The German Banking Act in
its form before the amendments of July 21, 2018, as described above, remains applicable to debt
instruments issued prior to July 21, 2018. Accordingly, debt instruments constituting "senior non-
preferred" debt prior to the changes continue to rank as senior non-preferred debt even if they do not
contain an express reference to their lower ranking as required for issuances from and after July 21,
2018.
Following the effectiveness of the changes to the German Banking Act on July 21, 2018, our structured
senior debt securities continue to constitute "senior preferred" debt securities. In addition, we are now
able to issue "non-structured" senior debt securities as "senior preferred" debt securities, ranking pari
passu with our structured senior debt securities, which was not possible before the changes became
effective. Such new senior preferred debt securities, whether "structured" or "non-structured," rank pari
passu with, among other obligations, debt instruments with an initial term of less than one year,
derivatives and, generally, corporate deposits (unless they rank even more senior).
Accordingly, (i) our non-structured senior debt securities that were issued before July 21, 2018 and
subordinated by operation of law and (ii) our eligible liabilities senior debt securities (including the notes
offered herein) that constitute our unsecured unsubordinated non-preferred obligations will rank junior to
our structured senior debt securities issued before July 21, 2018 and our senior debt securities that were
issued on or after July 21, 2018. If insolvency proceedings are opened against us or if Resolution
Measures are imposed on us, our "senior non-preferred" debt instruments, including the non-structured
senior debt securities issued before July 21, 2018 and the eligible liabilities senior debt securities