Obligation Deutsch Bank New York 3.035% ( US251526CK32 ) en USD

Deutsch Bank New York

88.678 % ▲

Allemagne

US251526CK32 ( en USD )

3.035% par an ( paiement semestriel )

27/05/2032

Prospectus brochure de l'obligation Deutsche Bank (New York Branch) US251526CK32 en USD 3.035%, échéance 27/05/2032

150 000 USD

1 500 000 000 USD

251526CK3

BBB ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

28/11/2025 ( Dans 91 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 US251526CK32, paye un coupon de 3.035% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/05/2032

L'Obligation émise par Deutsch Bank New York ( Allemagne ) , en USD, avec le code ISIN US251526CK32, 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 US251526CK32, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp151900_424b2-3125.htm FORM 424B2
Pricing Supplement No. 3125
Registration Statement No. 333226421
To prospectus supplement dated August 20, 2018
Rule 424(b)(2)
and
prospectus dated August 20, 2018
Deutsche Bank AG
$1,500,000,000 Fixed-to-Floating Rate Eligible Liabilities Senior Notes due May 28, 2032
General

The Fixed-to-Floating Rate Eligible Liabilities Senior Notes due May 28, 2032 (the "notes") pay interest
semi-annually in arrears for the first ten years at a rate of 3.035% per annum and, thereafter, at a variable
rate per annum equal to Compounded SOFR (as defined below) plus 1.718%. We may, in our sole
discretion, redeem the notes in whole, but not in part, on May 28, 2031. 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 May 28, 2032

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

The notes priced on May 25, 2021 (the "Trade Date") and are expected to settle on May 28, 2021 (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 3.035% 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."
Spread:
1.718%
(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
100.000%
0.425%
99.575%
Total
$1,500,000,000
$6,375,000
$1,493,625,000
(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
May 25, 2021

(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
Payment Date (or the Reset Date in the case of the first Interest Period during the Floating
Rate Period) to, but excluding, the following Interest Payment Date (or the Maturity Date
in the case of the final Interest Period during the Floating Rate Period).
Interest Payment Dates: With respect to the Fixed Rate Period, May 28 and November 28 of each year, beginning
on November 28, 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, February 28, May 28, August 28 and November
28 of each year, beginning on August 28, 2031 and ending on the Maturity Date; provided
that if any scheduled Interest Payment 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 Payment Date will be the
immediately preceding Business Day.
If the scheduled final Interest Payment 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 Payment Date.
Interest Determination
The date two U.S. Government Securities Business Days before each Interest Payment
Date:
Date during the Floating Rate Period.
Floating Rate Interest
In respect of each Interest Period during the Floating Rate Period, the amount of interest
Calculation:
accrued and payable on the notes will be equal to the product of (i) the outstanding
Principal Amount of the notes multiplied by (ii) the product of (a) the Interest Rate for such
Interest Period multiplied by (b) the quotient of the actual number of calendar days in such
Interest Period divided by 360. See "Description of the Notes--Compounded SOFR"
below.
Observation Period:
In respect of each Interest Period during the Floating Rate Period, the period from, and
including, the date two U.S. Government Securities Business Days preceding the first
date in such Interest Period to, but excluding, the date two U.S. Government Securities
Business Days preceding the Interest Payment Date for such Interest Period.
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:
May 25, 2021
Settlement Date:
May 28, 2021
Reset Date:
May 28, 2031
Maturity Date:
May 28, 2032
Listing:
The notes will not be listed on any securities exchange.
CUSIP / ISIN:
251526CK3 / US251526CK32
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 the issue to or conferral on the holders (including the
beneficial owners) of 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,
PS-3

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.
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 2032, 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 the issue to or conferral on the holders (including the
beneficial owners) of 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
PS-6

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 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
PS-7

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 (including the notes offered herein), would be written down or
converted prior to our "senior preferred" debt securities, including the non-structured senior debt
securities issued on or after July 21, 2018, the structured senior debt securities and the senior debt
funding securities described in the accompanying prospectus. Consequently, higher losses could
be allocated to our eligible liabilities senior notes (including the notes offered herein) than to our
other outstanding unsecured unsubordinated obligations. You may lose some or all of your
investment in the notes offered herein if insolvency proceedings are opened against us or a
Resolution Measure becomes applicable to us.

THE NOTES HAVE REINVESTMENT RISK -- As described under "Key Terms--Early
Redemption," we retain the option to redeem the notes, in whole but not in part, on the Reset Date,
by giving not less than 5 Business Days' prior notice. It is more likely that we will redeem the notes
prior to the Maturity Date to the extent that the interest payable on the notes is greater than the
interest that would be payable on other instruments of ours of a comparable maturity, of
comparable terms and of a comparable credit rating trading in the market. If the notes are
redeemed on the Reset Date, you may have to reinvest the proceeds in a lower interest rate
environment.

SOFR HAS A LIMITED HISTORY, AND ITS HISTORICAL PERFORMANCE IS NOT INDICATIVE
OF FUTURE PERFORMANCE -- The New York Federal Reserve began to publish SOFR in April
2018. Although the New York Federal Reserve has also begun publishing historical indicative
SOFR going back to 2014, such historical indicative data inherently involves assumptions,
estimates and approximations. Therefore, SOFR has limited performance history and no actual
investment based on the performance of SOFR was possible before April 2018. The level of SOFR
over the term of the notes may bear little or no relation to the historical level of SOFR. The future
performance of SOFR is impossible to predict and therefore no future performance of SOFR or the
notes may be inferred from any of the hypothetical or actual historical performance data.
Hypothetical or actual historical performance data are not indicative of the future performance of
SOFR or the notes. Changes in the levels of SOFR will affect Compounded SOFR and, therefore,
the return on the notes and the trading price of such notes, but it is impossible to predict whether
such levels will rise or fall. There can be no assurance that SOFR or Compounded SOFR will be
positive.
PS-8

ANY FAILURE OF SOFR TO GAIN MARKET ACCEPTANCE COULD ADVERSELY AFFECT
THE NOTES -- SOFR may fail to gain market acceptance. SOFR was developed for use in certain
U.S. dollar derivatives and other financial contracts as an alternative to U.S. dollar LIBOR in part
because it is considered a good representation of general funding conditions in the overnight U.S.
Treasury repurchase agreement (repo) market. However, as a rate based on transactions secured
by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, is less
likely to correlate with the unsecured short-term funding costs of banks. This may mean that market
participants would not consider SOFR a suitable substitute or successor for all of the purposes for
which LIBOR historically has been used (including, without limitation, as a representation of the
unsecured short-term funding costs of banks), which may, in turn, lessen market acceptance of
SOFR. Any failure of SOFR to gain market acceptance could adversely affect the return on the
notes and the price at which you can sell such notes.

THE COMPOSITION AND CHARACTERISTICS OF SOFR ARE NOT THE SAME AS THOSE OF
LIBOR AND NEITHER SOFR NOR COMPOUNDED SOFR IS EXPECTED TO BE A
COMPARABLE SUBSTITUTE FOR LIBOR -- In June 2017, the New York Federal Reserve's
Alternative Reference Rates Committee (the "ARRC") announced SOFR as its recommended
alternative to U.S. dollar LIBOR. However, the composition and characteristics of SOFR are not the
same as those of LIBOR. SOFR is a broad Treasury repo financing rate that represents overnight
secured funding transactions. This means that SOFR is fundamentally different from LIBOR for two
key reasons. First, SOFR is a secured rate, while LIBOR is an unsecured rate. Second, SOFR is
an overnight rate, while LIBOR represents interbank funding over different maturities. As a result,
there can be no assurance that SOFR will perform in the same way as LIBOR would have at any
time, including, without limitation, as a result of changes in interest and yield rates in the market,
market volatility or global or regional economic, financial, political, regulatory, judicial or other
events. For example, since publication of SOFR began in April 2018, daily changes in SOFR have,
on occasion, been more volatile than daily changes in comparable benchmark or other market
rates. For additional information regarding SOFR, see "Description of the Notes--Compounded
SOFR" below.

SOFR MAY BE MODIFIED OR DISCONTINUED, AND THE NOTES MAY BEAR INTEREST
DURING THE FLOATING RATE PERIOD BY REFERENCE TO A RATE OTHER THAN
COMPOUNDED SOFR, WHICH COULD ADVERSELY AFFECT THE VALUE OF THE NOTES --
The New York Federal Reserve (or a successor), as administrator of SOFR, may make
methodological or other changes that could change the value of SOFR, including changes related
to the method by which SOFR is calculated, eligibility criteria applicable to the transactions used to
calculate SOFR, or timing related to the publication of SOFR. In addition, the administrator may
alter, discontinue or suspend calculation or dissemination of SOFR (in which case a fallback
method of determining the interest rate on the notes during the Floating Rate Period as further
described under "Description of the Notes--Compounded SOFR" will apply). The administrator has
no obligation to consider your interests in calculating, adjusting, converting, revising or
discontinuing SOFR.
If we or our designee determine that a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred in respect of SOFR, then the interest rate on the notes during the
Floating Rate Period will no longer be determined by reference to SOFR, but instead will be
determined by reference to a different rate, which will be a different benchmark than SOFR, plus a
spread adjustment, which we refer to as a "Benchmark Replacement," as further described under
"Description of the Notes--Compounded SOFR" below.
If a particular Benchmark Replacement or Benchmark Replacement Adjustment cannot be
determined, then the next-available Benchmark Replacement or Benchmark Replacement
Adjustment will apply. These replacement rates and adjustments may be selected, recommended
or formulated by (i) the Relevant Governmental Body (such as the ARRC), (ii) ISDA or (iii) in certain
circumstances, us or our designee. In addition, the terms of the notes expressly authorize us or our
designee to make Benchmark Replacement Conforming Changes with respect to, among other
things, changes to the definitions of "Interest Period," "Interest Determination Date" and
"Observation Period," timing and frequency of determining rates and making
PS-9