Obligation Deutsch Bank New York 3.729% ( US251526CF47 ) en USD

Deutsch Bank New York

100 % ▼

Allemagne

US251526CF47 ( en USD )

3.729% par an ( paiement semestriel )

14/01/2032

Prospectus brochure de l'obligation Deutsche Bank (New York Branch) US251526CF47 en USD 3.729%, échéance 14/01/2032

200 000 USD

1 250 000 000 USD

251526CF4

BB+ ( Spéculatif )

Ba1 ( Spéculatif )

14/01/2026 ( Dans 159 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 US251526CF47, paye un coupon de 3.729% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2032

L'Obligation émise par Deutsch Bank New York ( Allemagne ) , en USD, avec le code ISIN US251526CF47, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Deutsch Bank New York ( Allemagne ) , en USD, avec le code ISIN US251526CF47, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement

Registration Statement No. 333-226421
To Prospectus dated August 20, 2018

Rule 424(b)(2)

Deutsche Bank Aktiengesellschaft

$1,250,000,000 Fixed to Floating Reset Rate
Subordinated Tier 2 Notes due 2032

We, Deutsche Bank Aktiengesellschaft, acting through our New York Branch, are issuing $1,250,000,000
aggregate principal amount of fixed to floating reset rate subordinated Tier 2 notes, which we refer to as the
"Subordinated Notes," due January 14, 2032, which we refer to as the "Maturity Date." Subject to the imposition
of a Resolution Measure (as defined herein) or any redemption prior to the Maturity Date in the limited circumstances
described herein, the Subordinated Notes will bear interest:
· (i) from (and including) the date of issuance to (but excluding) January 14, 2031, which we refer to as the
"Reset Date", at a rate of 3.729% per year, payable semi-annually in arrears on January 14 and July 14
of each year, commencing on July 14, 2021; and
· (ii) from (and including) the Reset Date to (but excluding) the Maturity Date, at a variable rate per year
which will be equal to Compounded SOFR (which we define below) plus 2.757%, payable quarterly in
arrears on the second Business Day after January 14, April 14, July 14 and October 14, commencing on
April 14, 2031, provided that the final payment of principal and interest will be made on the Maturity Date.
The Subordinated Notes are intended to qualify as our own funds instruments within the meaning of Article 4(1)
no. 119 of the CRR ("Own Funds Instruments") constituting own funds in the form of Tier 2 capital
(Ergänzungskapital) within the meaning of Article 63 of the CRR or any successor provision (as defined below).
The Subordinated Notes constitute our unsecured and subordinated obligations, ranking pari passu among
themselves and, subject to applicable law from time to time, pari passu with all of our other equally subordinated
obligations under other instruments issued as, and qualifying from time to time as, own funds in the form of Tier 2
capital within the meaning of Article 63 of the CRR. In the event Resolution Measures (as defined below) are
imposed on us or in the event of the dissolution, liquidation, insolvency (Insolvenzverfahren), composition or other
proceedings for the avoidance of insolvency of, or against, us, the obligations under the Subordinated Notes shall
be fully subordinated to all obligations which do not qualify as Own Funds Instruments; this includes (i) all claims of
our unsubordinated creditors (including claims against us under our unsecured and unsubordinated non-preferred
debt instruments within the meaning of Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz)
(including our obligations under any such debt instruments that were issued by us before July 21, 2018 and that
are subject to Section 46f(9) sentence 2 of the German Banking Act) (or any successor provision thereof)), (ii) the
claims specified in Section 39(1) nos. 1 to 5 of the German Insolvency Code (Insolvenzordnung) (or any successor
provision thereof) and (iii) our contractually subordinated obligations within the meaning of Section 39(2) of the
German Insolvency Code (or any successor provision thereof) which do not qualify as Own Funds Instruments at
the time Resolution Measures are imposed on us or in the event of a dissolution, liquidation, insolvency, composition
or other proceedings for the avoidance of insolvency of, or against, us (any such senior-ranking claims and
obligations, the "Priority Claims"). The Subordinated Notes shal rank equal y and pari passu with all other
unsecured and equally subordinated debt (it being understood that no Priority Claims constitute such equally
subordinated obligations) of ours, except as otherwise provided by applicable law or the terms of any other
indebtedness, and in particular, if such debt is expressed to rank junior to the Subordinated Notes, then the
Subordinated Notes shall rank senior to such junior debt, but junior to the Priority Claims, except as otherwise
provided by applicable law. The ranking of our obligations will be as provided in the subordinated indenture among
us, Wilmington Trust, National Association, as trustee (which we refer to as the "Trustee"), and Deutsche Bank
Trust Company Americas, as paying agent, transfer agent and registrar and authenticating agent (which we refer
to as the "agents"). In any such event, no amounts shall be payable in respect of the Subordinated Notes until
Priority Claims have been satisfied in full. If the Subordinated Notes no longer qualify as Tier 2 capital or other own
funds within the meaning of the CRR, the obligations under the Subordinated Notes will, pursuant to Section 46f
(7a) of the German Banking Act, rank senior to all obligations constituting Own Funds Instruments.

The Subordinated 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 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 our competent resolution authority, please see "Description of the
Subordinated Notes--Resolution Measures" herein.
By your acquisition of the Subordinated Notes, you will be deemed irrevocably to have agreed, and you will
agree:
· 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 Subordinated Notes to give effect to any Resolution Measure;
· that you will have no claim or other right against us arising out of any Resolution Measure; and
· that the imposition of any Resolution Measure will not constitute a default or an event of default (i) under the
Subordinated Notes, (ii) under the subordinated indenture or (iii) for the purpose, but only to the fullest extent
permitted by, of the Trust Indenture Act of 1939, as amended, which we refer to as the "Trust Indenture
Act," (including, without limitation, Section 315(b) (Notice of Default) and Section 315(c) (Duties of the
Trustee in Case of Default) of the Trust Indenture Act).
By your acquisition of the Subordinated 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 agents for, agree not to initiate a suit against
the Trustee or the agents in respect of, and agree that the Trustee and agents will not be liable for, any action that
the Trustee or any of the agents takes, or abstains from taking, in either case in accordance with the imposition of
a Resolution Measure by our competent resolution authority with respect to the Subordinated Notes.
Subject to the prior consent of our competent supervisory authority, we may redeem all, but not some, of the
Subordinated Notes at our option at 100% of their principal amount (subject to the imposition of any Resolution
Measure) plus accrued but unpaid interest (i) on the Reset Date, (ii) for certain tax reasons or (iii) for certain
regulatory reasons, as described further herein.
The Subordinated Notes will not be listed on any securities exchange.
Investing in the Subordinated Notes involves risks. See "Risk Factors" beginning on page PS-12 and
as incorporated by reference herein for a discussion of certain factors that you should consider.
Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of these securities, or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Subordinated Notes are not deposits or savings accounts but are our unsecured obligations. The
Subordinated Notes are not insured by the Federal Deposit Insurance Corporation or any other U.S. or
foreign governmental agency.

Proceeds, before
Price to Public(1)
Underwriting Discount
Expenses, to us(1)

Per Subordinated Note ........ $
200,000
$ 900 $
199,100

Total .................................... $
1,250,000,000
$ 5,625,000 $
1,244,375,000

(1) We will pay the underwriter compensation of $900 per Subordinated Note. The total underwriting discount payable by us will be
$5,625,000. See "Underwriting (Conflicts of Interest)" for a description of all compensation payable to the Underwriters.
The initial price to public set forth above does not include accrued interest, if any. Interest on the Subordinated
Notes will accrue from January 14, 2021 and must be paid by the purchaser if the Subordinated Notes are delivered
after that date.
We expect that the Subordinated Notes will be ready for delivery through the book-entry facilities of The
Depository Trust Company and its participants on or about January 14, 2021. We will issue the Subordinated Notes
in denominations of $200,000 and integral multiples of $1,000 in excess thereof.
Because Deutsche Bank Securities Inc. is both our affiliate and a member of the Financial Industry Regulatory
Authority, Inc., which we refer to as "FINRA," the offering of the Subordinated Notes wil be conducted in accordance
with the applicable provisions of FINRA Rule 5121. For more information, see the "Underwriting (Conflicts of
Interest)" section of this prospectus supplement.

Lead Book-Running Manager
Deutsche Bank Securities

Joint-Lead Managers
Citigroup
Barclays
BBVA
COMMERZBANK

IMI - Intesa Sanpaolo
Santander
Scotiabank
TD Securities

UBS Investment Bank
UniCredit Capital Markets

Co-Managers
Academy Securities
Bancroft Capital LLC
Capital Institutional Services,
Citizens Capital Markets
Inc.

Mischler Financial Group, Inc. Regions Securities LLC

The date of this Prospectus Supplement is January 11, 2021.

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
ABOUT THIS PROSPECTUS SUPPLEMENT ....................................................................................................... P-1
WHERE YOU CAN FIND ADDITIONAL INFORMATION ...................................................................................... P-3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ....................................................... P-4
SUMMARY ............................................................................................................................................................. P-5
RISK FACTORS ................................................................................................................................................... P-13
USE OF PROCEEDS ........................................................................................................................................... P-23
DESCRIPTION OF THE SUBORDINATED NOTES ............................................................................................ P-24
THE DEPOSITARY .............................................................................................................................................. P-38
BOOK-ENTRY, DELIVERY AND FORM .............................................................................................................. P-40
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ........................................................................... P-43
TAXATION BY GERMANY OF NON-RESIDENT HOLDERS ............................................................................. P-45
BENEFIT PLAN INVESTOR CONSIDERATIONS ............................................................................................... P-47
UNDERWRITING (CONFLICTS OF INTEREST) ................................................................................................ P-49
LEGAL MATTERS ................................................................................................................................................ P-55
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .......................................................................... P-56

PROSPECTUS

Page
SUMMARY OF REGISTERED SECURITIES ..............................................................................

1
ABOUT THIS PROSPECTUS .......................................................................................................

15
WHERE YOU CAN FIND ADDITIONAL INFORMATION .............................................................

16
USE OF NON-GAAP FINANCIAL MEASURES ............................................................................

17
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS .............................

18
RISK FACTORS ............................................................................................................................

19
DEUTSCHE BANK AKTIENGESELLSCHAFT .............................................................................

25
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS ...................................................................

26
RATIO OF EARNINGS TO FIXED CHARGES .............................................................................

27
CAPITALIZATION & INDEBTEDNESS .........................................................................................

28
USE OF PROCEEDS ....................................................................................................................

29
DESCRIPTION OF ORDINARY SHARES ....................................................................................

30
DESCRIPTION OF TRADABLE SUBSCRIPTION RIGHTS TO SUBSCRIBE FOR ORDINARY
SHARES ....................................................................................................................................

35
DESCRIPTION OF CAPITAL SECURITIES .................................................................................

36
DESCRIPTION OF DEBT SECURITIES .......................................................................................

44
DESCRIPTION OF WARRANTS ..................................................................................................

71
DESCRIPTION OF PURCHASE CONTRACTS ...........................................................................

74
DESCRIPTION OF UNITS ............................................................................................................

75
RESOLUTION MEASURES ..........................................................................................................

76
FORMS OF SECURITIES .............................................................................................................

80
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST) ............................................................

84
EXPENSES OF THE ISSUE .........................................................................................................

86
LEGAL MATTERS .........................................................................................................................

87
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ...................................................

87
BENEFIT PLAN INVESTOR CONSIDERATIONS ........................................................................

87

i

ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement supplements the accompanying prospectus dated August 20, 2018. If the
information in this prospectus supplement differs from the information contained in the accompanying prospectus,
you should rely on the information in this prospectus supplement.
In making your investment decision, you should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to
give you any additional or different information. The information in this prospectus supplement and the
accompanying prospectus may be accurate only as of the dates of each of these documents, respectively.
The Subordinated Notes are not appropriate for all investors, and involve important legal and tax
consequences and investment risks, which you should discuss with your professional advisers.
In this prospectus supplement, "we," "us," "our" and the "Bank" refer to Deutsche Bank AG, including, as the
context requires, acting through its New York Branch.
We are offering to sell, and are seeking offers to buy, the Subordinated Notes only in jurisdictions
where such offers and sales are permitted. Neither this prospectus supplement nor the accompanying
prospectus constitutes an offer to sell, or a solicitation of an offer to buy, any Subordinated Notes by any
person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
Neither the delivery of this prospectus supplement or the accompanying prospectus, nor any sale made
hereunder and thereunder shall, under any circumstances, create any implication that there has been no
change in the affairs of Deutsche Bank AG since the date hereof or that the information contained or
incorporated by reference herein or therein is correct as of any time subsequent to the date of such
information.
You must (i) comply with all applicable laws and regulations in force in any jurisdiction in connection
with the possession or distribution of this prospectus supplement and the accompanying prospectus and
the purchase, offer or sale of the Subordinated Notes and (ii) obtain any consent, approval or permission
required to be obtained by you for the purchase, offer or sale by you of the Subordinated Notes under the
laws and regulations applicable to you in force in any jurisdiction to which you are subject or in which you
make such purchases, offers or sales; neither we nor the underwriters shall have any responsibility
therefor.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS--The Subordinated Notes are not 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 ("EEA"). For these purposes, 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"); or (i ) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance
Distributive Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Subordinated Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Subordinated Notes
or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS--The Subordinated Notes are not 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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning
of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor
as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic
law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Subordinated Notes or otherwise
making them available to retail investors in the UK has been prepared and therefore offering or selling the
P-1

Subordinated Notes or otherwise making them available to any retail investor in the UK may be unlawful under the
UK 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 Subordinated Notes has led to the conclusion that: (i) the target market for the Subordinated Notes
is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Subordinated Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, sel ing or recommending the Subordinated Notes (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 Subordinated Notes (by either adopting or
refining the manufacturers' target market assessment) and determining the appropriate distribution channels.
UK MIFIR 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 Subordinated Notes has led to the conclusion that: (i) the target market for the Subordinated Notes
is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and
professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Subordinated Notes
to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Subordinated Notes (a "distributor") should take into consideration the manufacturers' target
market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own
target market assessment in respect of the Subordinated Notes (by either adopting or refining the manufacturers'
target market assessment) and determining appropriate distribution channels.
This prospectus supplement and the accompanying prospectus are only being distributed to and are only
directed at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (i i) high net
worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Order (al such persons together being referred to as "relevant persons"). The Subordinated Notes are only
available to, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such
Subordinated Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should
not act or rely on this prospectus supplement or the accompanying prospectus, or any of their respective contents.

P-2

WHERE YOU CAN FIND ADDITIONAL INFORMATION
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-226421) that we
have filed with the Securities and Exchange Commission (which we refer to as the "SEC") under the Securities Act
of 1933, as amended (which we refer to as the "Securities Act"). This prospectus supplement omits some
information contained in the registration statement in accordance with SEC rules and regulations. You should review
the information in and exhibits to the registration statement for further information on us and the securities we are
offering. Statements in this prospectus supplement concerning any document we filed as an exhibit to the
registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are
qualified in their entirety by reference to these filings. You should review the complete document to evaluate these
statements.
The SEC allows us to "incorporate by reference" much of the information we file with the SEC, which means
that we can disclose important information to you by referring you to those publicly available documents. The
information that we incorporate by reference in this prospectus supplement is an important part of this prospectus
supplement. For information on the documents we incorporate by reference in this prospectus supplement and the
accompanying prospectus, we refer you to "Where You Can Find Additional Information" on page 16 of the
accompanying prospectus.
In addition to the specific documents incorporated by reference listed on page 16 of the accompanying
prospectus, we incorporate by reference in this prospectus supplement and the accompanying prospectus, the
Annual Report on Form 20-F of Deutsche Bank AG for the year ended December 31, 2019, filed on March 20, 2020,
and the Current Reports on Form 6-K of Deutsche Bank AG dated January 11, 2021, December 10, 2020, October
29, 2020, October 28, 2020, July 29, 2020, June 29, 2020, April 29, 2020 and March 25, 2020, in each case only
to the extent expressed therein to be incorporated by reference into a then-effective registration statement of
Deutsche Bank AG.
In addition to the documents listed in the accompanying prospectus and described above, we incorporate by
reference in this prospectus supplement and the accompanying prospectus any future documents we file with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (which we refer
to as the "Exchange Act"), from the date of this prospectus supplement until the offering is completed. Reports on
Form 6-K we furnish to the SEC after the date of this prospectus supplement (or portions thereof) are incorporated
by reference in this prospectus supplement only to the extent that the report expressly states that it (or such portions)
is incorporated by reference in this prospectus supplement.
You may request, at no cost to you, a copy of these documents (other than exhibits not specifically
incorporated by reference) by writing or telephoning us at: Deutsche Bank AG, Taunusanlage 12, 60325 Frankfurt
am Main, Germany, Attention: Investor Relations (Telephone: +49-800-910-8000).

P-3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, including the information incorporated by reference, contains forward-looking
statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-
looking statements are statements that are not historical facts, including statements about our beliefs and
expectations. We use words such as "believe," "anticipate," "expect," "intend," "seek," "estimate," "project," "should,"
"potential," "reasonably possible," "plan," "aim" and similar expressions to identify forward-looking statements. In
addition, we may from time to time make forward-looking statements in our periodic reports to the 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 no obligation to update any of them in light of new information or future events.
We caution you that a number of important factors could cause our actual results to differ materially from those
we describe in any forward-looking statement. These factors include, among others, the following:
· the potential development and impact on us of economic and business conditions;
· 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, including with regard to the current COVID-19 pandemic;
· 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 most recent
Annual Report on Form 20-F, elsewhere in that Annual Report on Form 20-F, this prospectus supplement
or the accompanying prospectus, and others to which we do not refer.
P-4

SUMMARY
The following summary describes the Subordinated Notes in general terms only. You should read the
summary together with the more detailed information contained in this prospectus supplement and the
accompanying prospectus.
We expect to issue the Subordinated Notes under a subordinated indenture (which we refer to as the
"Subordinated Indenture") comprising a base subordinated indenture (which we refer to as the "Base
Subordinated Indenture") entered into on May 21, 2013 among us, Wilmington Trust, National Association, as
trustee (which we refer to as the "Trustee"), and Deutsche Bank Trust Company Americas, as paying agent, transfer
agent and registrar and authenticating agent (which we refer to as the "agents"), a third supplement to the Base
Subordinated Indenture adding certain provisions thereto, and modifying certain provisions thereof (which we refer
to as the "Third Supplemental Subordinated Indenture") entered into on December 1, 2017, among us, the
Trustee and the agents, a fifth supplement to the Base Subordinated Indenture, modifying certain provisions thereof
(which we refer to as the "Fifth Supplemental Subordinated Indenture") entered into on July 8, 2020 among us,
the Trustee and the agents, a seventh supplement to the Base Subordinated Indenture, modifying certain provisions
thereof (which we refer to as the "Seventh Supplemental Subordinated Indenture") expected to be entered into
on or about January 14, 2021 among us, the Trustee and the agents, and an eighth supplement to the Base
Subordinated Indenture relating to the Subordinated Notes (which we refer to as the "Eighth Supplemental
Subordinated Indenture") expected to be entered into on or about January 14, 2021, among us, the Trustee and
the agents. The Subordinated Notes will constitute a separate series of subordinated debt securities under the
Subordinated Indenture. We filed the Base Subordinated Indenture on May 21, 2013 as an exhibit to a post-effective
amendment to our prior registration statement on Form F-3, File No. 333-184193, we filed the Third Supplemental
Subordinated Indenture as an exhibit to a Current Report on Form 6-K on December 1, 2017, we filed the Fifth
Supplemental Subordinated Indenture with the SEC on July 8, 2020 as an exhibit to a Current Report on Form 6-
K, we filed the form of the Seventh Supplemental Subordinated Indenture with the SEC on January 11, 2021 as an
exhibit to a Current Report on Form 6-K, and we intend to file the Seventh Supplemental Subordinated Indenture
and the Eighth Supplemental Subordinated Indenture with the SEC on or about January 14, 2021 as exhibits to a
Current Report on Form 6-K. The terms of the Subordinated Notes include those stated in the Subordinated
Indenture and those terms made part of the Subordinated Indenture by reference to the U.S. Trust Indenture Act of
1939, as amended, which we refer to as the "Trust Indenture Act."

Issuer
Deutsche Bank AG, acting through its New York Branch.

Securities Offered
$1,250,000,000 aggregate principal amount of fixed to floating reset
rate subordinated Tier 2 notes due January 14, 2032, which we refer to
as the "Subordinated Notes."

Issue Date
January 14, 2021.

Maturity Date
We will repay the Subordinated Notes at 100% of their principal amount
(subject to the imposition of any Resolution Measure) plus accrued and
unpaid interest on January 14, 2032 unless we redeem them earlier in
the limited circumstances described in "Description of the Subordinated
Notes--Redemption; Repurchase."

Price to Public
100.000%.

Fixed Interest Rate
From (and including) the Issue Date to (but excluding) the Reset Date,
at a rate of 3.729% per year.

Floating Reset Interest Rate
From (and including) the Reset Date to (but excluding) the Maturity Date
(the "Floating Rate Period"), at a variable rate per year which wil be
equal to Compounded SOFR (as defined below) plus 2.757% (the
"Floating Reset Interest Rate") (which we describe in "Description of
the Subordinated Notes--Payments on the Subordinated Notes"
below).
P-5

Compound SOFR
A compounded average of daily Secured Overnight Financing Rate
("SOFR") determined for each quarterly Interest Period in accordance
with the specific formula described in the section "Description of the
Subordinated Notes--Compounded SOFR."

For purposes of calculating Compounded SOFR, 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 as
determined in respect of such Rate Cut-Off Date.

Interest Periods
With respect to the Fixed Rate Period, each period from, and including,
an Interest Payment Date (or the Issue 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 Dates
With respect to the Floating Rate Period, January 14, April 14, July 14
and October 14 of each year, commencing on April 14, 2031 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
(as defined below), 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.

Interest Payment Dates
With respect to the Fixed Rate Period, January 14 and July 14 of each
year, commencing on July 14, 2021, and ending on the Reset Date.

If any scheduled Interest Payment Date is not a Business Day, we will
pay interest on the next Business Day, but the payment will not include
the interest accrued during the period from and after the scheduled
Interest Payment Date. If the date of redemption or repayment is not a
Business Day, we may pay interest and principal on the next
succeeding Business Day, but interest on that payment will not accrue
during the period from and after the date of redemption or repayment.

With respect to the Floating Rate Period, the second Business Day after
each Interest Period End Date; provided that the Interest Payment Date
with respect to the final Interest Period will be the Maturity Date.

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.

Rate Cut-Off Date
The date that is the second U.S. Government Securities Business Day
prior to the Maturity Date.
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