Obligation Deutsch Bank New York 2.552% ( US25160PAH01 ) en USD

Société émettrice Deutsch Bank New York
Prix sur le marché refresh price now   97.657 %  ▲ 
Pays  Allemagne
Code ISIN  US25160PAH01 ( en USD )
Coupon 2.552% par an ( paiement semestriel )
Echéance 07/01/2028



Prospectus brochure de l'obligation Deutsche Bank (New York Branch) US25160PAH01 en USD 2.552%, échéance 07/01/2028


Montant Minimal 150 000 USD
Montant de l'émission 1 750 000 000 USD
Cusip 25160PAH0
Notation Standard & Poor's ( S&P ) BBB ( Qualité moyenne inférieure )
Notation Moody's Baa1 ( Qualité moyenne inférieure )
Prochain Coupon 07/01/2026 ( Dans 131 jours )
Description détaillée 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 US25160PAH01, paye un coupon de 2.552% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 07/01/2028

L'Obligation émise par Deutsch Bank New York ( Allemagne ) , en USD, avec le code ISIN US25160PAH01, 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 US25160PAH01, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







Pricing Supplement No. 3131/A

Registration Statement No. 333­258403
To prospectus supplement dated August 3, 2021 and
Rule 424(b)(3)
prospectus dated August 3, 2021




Deutsche Bank AG
$1,750,000,000 Fixed-to-Floating Rate Eligible Liabilities Senior Notes due January 7, 2028
General

The Fixed-to-Floating Rate Eligible Liabilities Senior Notes due January 7, 2028 (the "notes") pay interest semi-annually in arrears for
the first five years at a rate of 2.552% per annum and, thereafter, at a variable rate per annum equal to Compounded SOFR (as
defined below) plus 1.318%. We may, in our sole discretion, redeem the notes in whole, but not in part, on January 7, 2027. 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 January 7, 2028

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

The notes priced on January 4, 2022 (the "Trade Date") and are expected to settle on January 7, 2022 (the "Settlement Date").
Delivery of the notes in book-entry form only wil 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 2.552% 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 during the Floating Rate
Period in accordance with the specific formula described under "Description of the Notes--Interest Rates--
Secured Overnight Financing Rate (SOFR)" in the accompanying prospectus supplement.
Spread:
1.318%
(Key Terms continued on next page)
This amended and restated pricing supplement amends and restates pricing supplement No. 3131 in its entirety. We refer to this
amended and restated pricing supplement as "pricing supplement."
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page PS­5 of the accompanying prospectus
supplement and page 20 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 irrevocably 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"
beginning on page 76 in the accompanying prospectus and "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.

Price to Public
Discounts and Commissions(1)
Proceeds to Us
Per Note ................................................................
100.00%
0.325%
99.675%
Total ...................................................................... $1,750,000,000
$5,687,500
$1,744,312,500
(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
January 7, 2022








(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, January 7 and July 7 of each year, beginning on July 7, 2022 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, January 7, April 7, July 7 and October 7 of each year, beginning
on April 7, 2027 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.
Floating Rate Interest
In respect of each Interest Period during the Floating Rate Period, the amount of interest accrued and
Calculation:
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--Interest Rates--Secured Overnight Financing Rate (SOFR)" in the accompanying prospectus
supplement.
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 our sole discretion 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 Financial Markets
Securities Business Day:
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:
January 4, 2022
Settlement Date:
January 7, 2022
Reset Date:
January 7, 2027
Maturity Date:
January 7, 2028
Listing:
The notes will not be listed on any securities exchange.
CUSIP / ISIN:
25160PAH0 / US25160PAH01

PS­2














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 (Directive 2014/59/EU, as amended
the "Bank Recovery and Resolution Directive" or the "BRRD"), 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 BRRD 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 (Regulation (EU) No 806/2014, as amended, 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. The write-down and conversion powers are commonly referred to as the "bail-in tool" and the bail-in tool and each
of the other resolution measures are hereinafter referred to 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 Amended and Restated Eligible Liabilities Senior
Indenture dated August 3, 2021 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 may be
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
PS­3














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 3, 2021,
including the risk factors beginning on page 20 of such prospectus.
PS­4














SUMMARY
You should read this pricing supplement together with the prospectus supplement dated August 3, 2021 relating to
our Eligible Liabilities Senior Notes, Series D of which these notes are a part and the prospectus dated August 3, 2021.
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 3, 2021:
https://www.sec.gov/Archives/edgar/data/1159508/000095010321011860/crt_dp155597-424b2.pdf

Prospectus dated August 3, 2021:
https://www.sec.gov/Archives/edgar/data/1159508/000119312521235184/d205567d424b21.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.
PS­5














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 -- The value of the notes 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 during the Fixed Rate Period 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: (i)
writing down, including to zero, any claim for payment on the notes; (ii) converting the notes into ordinary
shares of (x) the Issuer, (y) any group entity or (z) 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 (iii) 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 the
competent supervisory authority determines that we are failing or likely to fail and that certain other conditions
are met (as set forth under the applicable law). The BRRD, the Resolution Act and, as applicable, the SRM
Regulation 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. Within the mentioned ranks, the competent resolution authority is generally required to include
all relevant liabilities within any Resolution Measures. However, in exceptional circumstances, it may exclude
certain liabilities in whole or in part, including where it is not practicable to effect their bail-in within a
reasonable time. Accordingly, liabilities of the same rank could be treated differently by the resolution
authority.
PS­6














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
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 as such 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.
Section 46f(5) to (9) of the German Banking Act allows us to issue different categories of senior debt
securities. In accordance with such rules, we may issue senior debt securities that are "structured" and that
PS­7














constitute "senior preferred" debt securities. In addition, we are able to issue "non-structured" senior debt
securities as "senior preferred" debt securities, ranking pari passu with our "structured" senior debt securities.
Such "senior preferred" debt securities, whether "structured" or "non-structured", will rank pari passu with,
among other obligations, instruments of indebtedness with an initial term of less than one year, derivatives
and, generally, corporate deposits (unless they rank even more senior). Finally, subject to Section 46f(6) of the
German Banking Act, we may issue "non-structured" debt securities as senior "non-preferred" debt
instruments (Schuldtitel) ranking junior to, among other instruments, "senior preferred" debt securities, if they
contain an express reference to their lower ranking. We have elected to do so with respect to our eligible
labilities senior notes (including the notes offered herein).
Accordingly, our senior non-preferred debt instruments within the meaning of Section 46f(6) Sentence 1 of the
German Banking Act (including the notes offered herein) rank junior to our other unsubordinated liabilities
(including, but not limited to, senior preferred debt securities, whether "structured" or "non-structured",
deposits, derivatives and instruments of indebtedness with an initial term of less than one year), but in priority
to our contractually or statutorily subordinated liabilities, such as those qualifying as additional tier 1 or tier 2
instruments within the meaning of the CRR, and would be satisfied only if all our other unsecured and
unsubordinated obligations have been paid in full.
Consequently, if insolvency proceedings are opened against us or if Resolution Measures are imposed on us,
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 our sole discretion, 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.
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
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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--Interest Rates--Secured Overnight Financing Rate (SOFR)" in the
accompanying prospectus supplement.
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--Interest Rates--Secured Overnight Financing Rate (SOFR)" in the
accompanying prospectus supplement 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--Interest Rates--Secured Overnight
Financing Rate (SOFR)" in the accompanying prospectus supplement.
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" and
"Observation Period," timing and frequency of determining rates and making payments of interest and other
administrative matters. The determination of a Benchmark Replacement, the calculation of the interest rate on
the notes during the Floating Rate Period by reference to a Benchmark Replacement (including the application
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of a Benchmark Replacement Adjustment), any implementation of Benchmark Replacement Conforming
Changes and any other determinations, decisions or elections that may be made under the terms of the notes
in connection with a Benchmark Transition Event could adversely affect the value of the notes, the return on
the notes and the price at which you can sell such notes.
Any determination, decision or election described above will be made in our or our designee's sole discretion.
In addition, (i) the composition and characteristics of the Benchmark Replacement will not be the same as
those of SOFR, the Benchmark Replacement will not be the economic equivalent of SOFR, there can be no
assurance that the Benchmark Replacement will perform in the same way as SOFR would have at any time
and there is no guarantee that the Benchmark Replacement will be a comparable substitute for SOFR (each of
which means that a Benchmark Transition Event could adversely affect the value of the notes, the return on
the notes and the price at which you can sell such notes), (ii) any failure of the Benchmark Replacement to
gain market acceptance could adversely affect the notes, (iii) the Benchmark Replacement may have a very
limited history and the future performance of the Benchmark Replacement cannot be predicted based on
historical performance, (iv) the secondary trading market for notes linked to the Benchmark Replacement may
be limited and (v) the administrator of the Benchmark Replacement may make changes that could change the
value of the Benchmark Replacement or discontinue the Benchmark Replacement and has no obligation to
consider your interests in doing so.
THE INTEREST RATE ON THE NOTES DURING THE FLOATING RATE PERIOD IS BASED ON A
COMPOUNDED SOFR RATE, WHICH IS RELATIVELY NEW IN THE MARKETPLACE -- For each Interest
Period during the Floating Rate Period, the interest rate on the notes is based on Compounded SOFR, which
is calculated using the specific formula described under "Description of the Notes----Interest Rates--
Secured Overnight Financing Rate (SOFR)" in the accompanying prospectus supplement, not the SOFR rate
published on or in respect of a particular date during such Interest Period or an arithmetic average of SOFR
rates during such period. For this and other reasons, the interest rate on the notes during any Interest Period
within the Floating Rate Period will not be the same as the interest rate on other SOFR-linked investments
that use an alternative basis to determine the applicable interest rate. Further, if the SOFR rate in respect of a
particular date during an Interest Period within the Floating Rate Period is negative, its contribution to
Compounded SOFR will be less than one, resulting in a reduction to Compounded SOFR used to calculate
the interest payable on the notes on the Interest Payment Date for such Interest Period.
In addition, limited market precedent exists for securities that use SOFR as the interest rate and the method
for calculating an interest rate based upon SOFR in those precedents varies. Accordingly, the specific formula
for the Compounded SOFR rate used in the notes may not be widely adopted by other market participants, if
at all. If the market adopts a different calculation method, that would likely adversely affect the market value of
the notes.
SOFR MAY BE MORE VOLATILE THAN OTHER BENCHMARK OR MARKET RATES -- Since the initial
publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in
other benchmark or market rates, such as USD LIBOR, during corresponding periods. In addition, although
changes in term SOFR and compounded SOFR generally are not expected to be as volatile as changes in
SOFR on a daily basis, the return on, value of and market for the SOFR notes may fluctuate more than
floating rate debt securities with interest rates based on less volatile rates.
COMPOUNDED SOFR WITH RESPECT TO A PARTICULAR INTEREST PERIOD DURING THE
FLOATING RATE PERIOD WILL ONLY BE CAPABLE OF BEING DETERMINED AT THE END OF THE
RELEVANT INTEREST PERIOD -- The level of Compounded SOFR applicable to a particular Interest
Period during the Floating Rate Period and, therefore, the amount of interest payable with respect to such
Interest Period will be determined close to the end of such Interest Period. Therefore, you will not know the
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