Obligation Deutsche Bank (London Branch) 3.3% ( XS0461358060 ) en EUR

Deutsche Bank (London Branch)

100 % ▲

Allemagne

XS0461358060 ( en EUR )

3.3% par an ( paiement annuel )

20/12/2019 - Obligation échue

Prospectus brochure de l'obligation Deutsche Bank (London Branch) XS0461358060 en EUR 3.3%, échue

10 000 EUR

150 000 000 EUR

L'Obligation émise par Deutsche Bank (London Branch) ( Allemagne ) , en EUR, avec le code ISIN XS0461358060, paye un coupon de 3.3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/12/2019

__________________________________________________________________________________
Deutsche Bank Aktiengesellschaft
(Frankfurt am Main, Germany)
Programme for the issuance of Credit Linked Securities
___________________________________________________________________________________
This document constitutes a base prospectus (the "Base Prospectus" or the "Prospectus") according to Article
5(4) of Directive 2003/71/EC as amended from time to time, including Directive 2010/73/EU (the "Prospectus
Directive") as implemented by the relevant provisions of the EU member states, in connection with
Commission Regulation (EC) No 809/2004 of the European Commission, as amended. Under this Programme
for the issuance of credit linked securities (the "Programme") Deutsche Bank Aktiengesellschaft (the "Issuer"
or "Deutsche Bank") may from time to time issue securities ("Securities"). Such issuance is carried out by
the Issuer as part of its general banking business (set out in article 2(1) of the Articles of Association of the
Issuer).
Application has been made to the Luxembourg Stock Exchange for Securities issued under the Programme to be
admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List
of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market
for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). Securities issued
under the Programme may also be admitted to trading or listed on the Euro MTF exchange regulated market
operated by the Luxembourg Stock Exchange, other or further stock exchange(s) or multilateral trading
facility(ies) or may not be admitted to trading or listed.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its
capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectus for securities as
amended by the Luxembourg Act dated 3 July 2012 (the "Prospectus Law") to approve this Base Prospectus as
a base prospectus. The CSSF assumes no responsibility for the economic and financial soundness of the
transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with
Article 7(7) of the Prospectus Law. The Issuer has also requested the CSSF to provide the competent authorities
in Portugal, Spain, France, Belgium and the United Kingdom with a certificate of approval (a "Notification")
attesting that this base prospectus has been drawn up in accordance with the Prospectus Law. The Issuer may
request the CSSF to provide competent authorities in additional Member States within the European Economic
Area with a Notification.
Prospective purchasers of the Securities should ensure that they understand fully the nature of the
Securities, as well as the extent of their exposure to risks associated with an investment in the Securities
and should consider the suitability of an investment in the Securities in the light of their own particular
financial, fiscal and other circumstances. Prospective purchasers of the Securities should refer to the
"Risk Factors" section of this Base Prospectus. The Securities will represent unsubordinated, unsecured
contractual obligations of the Issuer which will rank pari passu in all respects with each other.
The Issuer shall not be liable for or otherwise obliged to pay, and the relevant Securityholder shall be liable for
and pay, any tax, duty, charge, withholding or other payment whatsoever in connection with the Securities. All
payments made by the Issuer shall be made subject to any tax, duty, charge, withholding or other payment
which may be required to be made, paid, withheld or deducted.
The Securities have not been and will not be registered under the United States Securities Act of 1933, as
amended. Any offer or sale of the Securities must be made in a transaction exempt from the registration
requirements of such Act pursuant to Regulation S thereunder. The Securities may not be offered, sold or
otherwise transferred in the United States or to persons who are either U.S. persons defined as such in
Regulation S of such Act or persons who do not come within the definition of a non-United States person under
Rule 4.7 of the United States Commodity Exchange Act, as amended. For a description of certain restrictions
on the sale and transfer of the Securities, please refer to the General Selling and Transfer Restrictions section of
1

this Base Prospectus. This Base Prospectus will be published in electronic form on the website of the
Luxembourg Stock Exchange (www.bourse.lu) and on the website of the Issuer (www.x-markets.db.com).
The date of this Base Prospectus is 17 July 2014.
2

IMPORTANT NOTICES
No person is authorised to give any information or to make any representation other than contained in this Base
Prospectus and related Final Terms.
No person is authorised to give any information or to make any representation other than those contained in this
Base Prospectus in connection with the offering or sale of the Securities and, if given or made, such information
or representation must not be relied upon as having been authorised by the Issuer. Neither this Base Prospectus
nor any further information supplied in connection with the Securities is intended to provide the basis of any
credit or other evaluation and neither this Base Prospectus nor any such further information should not be
considered as a recommendation by the Issuer that any recipient of this Base Prospectus or any further
information supplied in connection with the Securities should purchase any of the Securities. Each investor
contemplating purchasing Securities should make its own independent investigation of the risks involved in an
investment in the Securities.
Restrictions on distribution of this Base Prospectus
Neither this Base Prospectus nor any other information supplied in connection with the Securities constitutes an
offer by or on behalf of the Issuer or any other person to subscribe for or purchase any Securities. The
distribution of this Base Prospectus and the offering or sale of the Securities in certain jurisdictions may be
restricted by law. The Issuer does not represent that this Base Prospectus may be lawfully distributed, or that
the Securities may be lawfully offered, in compliance with any applicable registration or other requirements in
any jurisdiction, or pursuant to an exemption available thereunder, and does not assume any responsibility for
facilitating any distribution or offering. Accordingly, the Securities may not be offered or sold, directly or
indirectly, and none of this Base Prospectus, any advertisement relating to the Securities and any other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into whose possession this Base Prospectus
comes must inform themselves about, and observe, any such restrictions. Please refer to "General Selling and
Transfer Restrictions" contained in section VI of this Base Prospectus.
Responsibility Statements
Deutsche Bank Aktiengesellschaft (the "Responsible Person" and together with its subsidiaries and affiliates
"Deutsche Bank") with its registered office in Frankfurt am Main is solely responsible for the information
given in this Base Prospectus. The Issuer hereby declares that to the best of its knowledge and belief, having
taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus is in
accordance with the facts and contains no omission likely to affect its import.
Consent to use this Base Prospectus
With respect to Article 3 (2) of the Prospectus Directive the Issuer consents, to the extent and under the
conditions, if any, indicated in the relevant Final Terms, to the use of the Base Prospectus as long as the Base
Prospectus is valid in accordance with Article 9 of the Prospectus Directive and accepts responsibility for the
content of the Base Prospectus also with respect to subsequent resale or final placement of Securities by any
financial intermediary which was given consent to use the prospectus.
Such consent may be given to all (general consent) or only one or more (individual consent) specified financial
intermediaries, as stated in the Final Terms, and such consent shall be valid in relation to the Grand Duchy of
Luxembourg and each other member state the competent authority of which has been provided with a
Notification by the CSSF, including Portugal, Spain, France, Belgium and the United Kingdom, provided that it
shall be a condition of such consent that the Base Prospectus may only be used by the relevant financial
intermediaries to make offerings of the relevant Securities in the jurisdiction(s) in which the Non-exempt Offer
is to take place, as specified in the relevant Final Terms.
"Non-exempt Offer" means an offer of the Securities to the public requiring the prior publication of a
prospectus under the Prospectus Directive.
Such consent by the Issuer is subject to each dealer and/or financial intermediaries complying with the terms
and conditions described in this Base Prospectus and the relevant Final Terms as well as any applicable selling
restrictions. The distribution of this Base Prospectus, any supplement to this Base Prospectus, if any, and the
relevant Final Terms as well as the offering, sale and delivery of the Securities in certain jurisdictions may be
restricted by law.
3

Each dealer and/or each financial intermediary, if any, and/or each person into whose possession this Base
Prospectus, any supplement to this Base Prospectus, if any, and the relevant Final Terms come are required to
inform themselves about and observe any such restrictions. The Issuer reserves the right to withdraw its consent
to the use of this Base Prospectus in relation to certain dealer and/or each financial intermediaries.
In case of an offer being made by a financial intermediary, this financial intermediary will provide
information to investors on the terms and conditions of the offer at the time the offer is made.
If the Final Terms state that the consent to use the Base Prospectus is given to all financial intermediaries
(general consent), any financial intermediary using the Base Prospectus has to state on its website that it
uses the Base Prospectus in accordance with the consent and the conditions attached thereto.
If the Final Terms state that the consent to use the Final Prospectus is given to one or more specified financial
intermediaries (individual consent), any new information with respect to financial intermediaries is unknown at
the time of the approval of the Base Prospectus or the filing of the Final Terms will be published on the internet
page www.x-markets.db.com.
Defined Terms
The credit ratings of Deutsche Bank referred to in this Base Prospectus have been issued by Standard & Poor's
Credit Market Services France S.A.S ("S&P"), Moody's Investors Services Ltd., London, United Kingdom
("Moody's") and by Fitch Italia S.p.A. ("Fitch", together with S&P and Moody's, the "Rating Agencies").
Each of the Rating Agencies has its registered office in the European Union and is registered under Article 14(1)
in connection with Article 2(1) of Regulation (EC) No 1060/2009 of the European Parliament and of the
Council of 16 September 2009 on credit rating agencies, as amended.
In this Base Prospectus, all references to "", "Euro", and "EUR" are to the currency introduced at the start of
the third stage of European economic and monetary union pursuant to the Treaty on the functioning of the
European Union, as amended, all references to "£" and "GBP" are to Pounds Sterling and all references to
"CHF" refer to Swiss Francs, all references to "U.S. dollars", "U.S.$", "USD" and "$" refer to United States
dollars, all references to "SEK" refer to Swedish Kronas and all references to "PLN" refer to Polish Zlotys.
4

TABLE OF CONTENTS
Page
I.
SUMMARY OF THE PROGRAMME....................................................................................... 6
II.
RISK FACTORS....................................................................................................................... 29
A.
ISSUER RISK FACTORS ........................................................................................................ 30
B.
PRODUCT SPECIFIC RISK FACTORS ................................................................................. 31
C.
GENERAL RISK FACTORS RELATING TO THE SECURITIES........................................ 70
D.
MARKET FACTORS ............................................................................................................... 73
E.
CONFLICT OF INTEREST ..................................................................................................... 78
III
GENERAL INFORMATION ON THE PROGRAMME ......................................................... 81
A.
DOCUMENTS INCORPORATED BY REFERENCE ............................................................ 81
B.
GENERAL INFORMATION ................................................................................................... 84
C.
DEUTSCHE BANK AKTIENGESELSCHAFT ...................................................................... 87
IV.
CONDITIONS .......................................................................................................................... 88
V.
FORM OF FINAL TERMS .................................................................................................... 178
VI.
GENERAL INFORMATION ON TAXATION AND SELLING RESTRICTIONS ............. 201
A.
GENERAL TAXATION INFORMATION............................................................................ 201
B.
GENERAL SELLING AND TRANSFER RESTRICTIONS................................................. 219
VII.
DOCUMENTS ON DISPLAY ............................................................................................... 223
5

I.
SUMMARY OF THE PROGRAMME
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in
Sections A-E (A.1-E.7).
This summary contains all the Elements required to be included in a summary for this type of Securities and
Issuer. Because some of the Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of Securities and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary and marked as "Not Applicable".
Section A Introduction and Warnings
A.1
Introduction:
This summary must be read as an introduction to the Base Prospectus.
Any decision to invest in the Securities should be based on a
consideration of the Base Prospectus as a whole by the investor. Where
a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff investor may, under the national
legislation of that Member State, have to bear the costs of translating
the Base Prospectus before the legal proceedings are initiated. Civil
liability attaches only to those persons who have tabled the summary
(including any translation thereof) but only if the summary is
misleading, inaccurate or inconsistent when read together with the other
parts of the Base Prospectus or it does not provide, when read together
with the other parts of the Base Prospectus, key information in order to
aid investors when considering to invest in the Securities.
A.2
Consent:
[The Issuer consents to the use of the Prospectus for a later resale or
final placement of the Securities by all financial intermediaries (general
consent).]
[The Issuer consents to the use of the Prospectus for a later resale or
final placement of the Securities by the following financial
intermediaries (individual consent): [Insert name[s] and address[es].]
The subsequent resale or final placement of Securities by financial
intermediaries can be made [as long as this Prospectus is valid in
accordance with Article 9 of Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive, to the extent
implemented in the relevant Member State (the "Prospectus
Directive")] [insert time period].
[Such consent is also subject to [].] [This consent is not subject to any
conditions.]
In case of an offer being made by a financial intermediary, this
financial intermediary will provide information to investors on the
terms and conditions of the offer at the time the offer is made.
Section B Issuer
B.1
Legal and
Deutsche Bank Aktiengesellschaft ("DBA" or "Deutsche Bank"),
commercial
acting through the following branch office: [DBL as Issuer: Deutsche
name of Issuer:
Bank Aktiengesellschaft, London Branch ("DBL") [DBP as Issuer:
Deutsche Bank Aktiengesellschaft, Sucursal em Portugal ("DBP")]
[DBS as Issuer: Deutsche Bank Aktiengesellschaft, Sucursal en España
("DBS")] (the "Issuer").
6

B.2
Domicile and
DBA is a banking institution and stock corporation incorporated and
legal form of the operating under the laws of Germany. DBA has its registered office in
Issuer,
Frankfurt am Main. It maintains its head office at Taunusanlage 12,
legislation
60325 Frankfurt am Main. [DBL as Issuer: On 14 January 1993 DBA
under which the registered under Schedule 21A to the Companies Act 1985 as having
Issuer operates
established a branch in England and Wales. DBA, acting through DBL
and its country
is an authorised person for the purposes of section 19 of the Financial
of
Services and Markets Act 2000.] [DBP as Issuer: DBA, acting through
incorporation:
DBP is registered with the Commercial Registry Office of Lisbon.]
[DBS as Issuer: DBA, acting through DBS is registered in the Madrid
Commercial Registry of the official registry of Spain].
B.4b
Known trends:
Not applicable; there are no known trends affecting the Issuer and the
industries in which it operates.
B.5
Description of
DBA is the parent company of a group consisting of banks, capital
the group:
market companies, fund management companies, a property finance
company, instalment financing companies, research and consultancy
companies and other domestic and foreign companies (the "Deutsche
Bank Group").
B.9
Profit forecast
Not applicable; no profit forecast or estimate is made.
or estimate:
B.10
Audit report
Not applicable; there are no qualifications in the audit report on the
qualifications:
historical financial information.
B.12
Selected
31 March 2013
historical key
31 December 2013
31 December 2012
(IFRS,
31 March 2014
(IFRS, audited)
financial
(IFRS, audited)1
unaudited)
(IFRS, unaudited)
information:
Share
capital (in
2,379,519,078.40
2,609,919,078.40
2,379,519,078.40
2,609,919,078.40
EUR)
Number of
ordinary
929,499,640
1,019,499,640
929,499,640
1,019,499,640
shares
Total
assets (in
2,022,275
1,611,400
2,032,690
1,636,574
million
Euro)
Total
liabilities
1,968,035
1,556,434
1,976,612
1,580,557
(in million
Euro
Total
equity (in
54,240
54,966
56,078
56,017
million
Euro)
Common
Equity
11.4%
12.8%
12.1%
13.2%3
Tier 1
ratio2
Tier-1-
capital
15.1%
16.9%
16.0%
13.2%5
ratio4
1.
Restated information as of 31 December 2012 to account for changes in accounting principles Source:
Financial Data Supplement 1Q2014 published on the issuer's website https://www.deutsche-
bank.de/ir/de/download/FDS_1Q2014.pdf as at 7 May 2014. For more details on the changes in
accounting principles please see the section "Recently Adopted and New Accounting Pronouncements"
of Deutsche Bank Group's Consolidated financial statement as of 31 December 2013.
2.
Capital ratios for 31 March 2014 are based upon transitional rules of the Regulation (EU) No 575/2013
on prudential requirements for credit institutions and investment firms" as amended (Capital
Requirements Regulation, or "CRR" and Directive 2013/36/EU on access to the activity of credit
institutions and the prudential supervision of credit institutions and investment firms" as amended
(Capital Requirements Directive 4, or "CRD 4"), together the "CFD/CRD 4 capital framework"; prior
periods are based upon Basel 2.5 rules excluding transitional items pursuant to section 64h (3) of the
German Banking Act.
7

3.
Common Equity Tier 1 ratio as of 31 March 2014 amounts 9.5%, calculated on the basis of CRR/CRD 4
fully loaded without taking into account the transitional provisions of CRR/CRD 4.
4.
Capital ratios for 31 March 2014 are based upon transitional rules of CFD/CRD 4 capital framework;
prior periods are based upon Basel 2.5 rules excluding transitional items pursuant to section 64h (3) of
the German Banking Act.
5.
Common Equity Tier 1 ratio as of 31 March 2014 amounts 9.5%, calculated on the basis of CRR/CRD 4
fully loaded without taking into account the transitional provisions of CRR/CRD 4.
There has been no material adverse change in the prospects of Deutsche
Bank since 31 December 2013. There has been no significant change in
the financial position of Deutsche Bank Group since 31 March 2014.
B.13
Recent events:
Not applicable. There are no recent events particular to the Issuer
which are to a material extent relevant to the evaluation of the Issuer's
solvency.
B.14
Dependence on
Please see Element B.5. Not applicable; the Issuer is not dependent
group:
upon other entities.
8

B.15
Principal
The objects of Deutsche Bank, as laid down in Article 2(1) of its
activities:
Articles of Association, include the transaction of all kinds of banking
business, the provision of financial and other services and the
promotion of international economic relations. Deutsche Bank may
realise these objectives itself or through subsidiaries and affiliated
companies. To the extent permitted by law, Deutsche Bank is entitled
to transact all business and to take all steps which appear likely to
promote the objectives of Deutsche Bank, in particular: to acquire and
dispose of real estate, to establish branches at home and abroad, to
acquire, administer and dispose of participations in other enterprises,
and to conclude enterprise agreements.
Deutsche Bank maintains its head office in Frankfurt am Main and
branch offices in Germany and abroad including in London, New York,
Sydney, Tokyo and an Asia-Pacific Head Office in Singapore which
serve as hubs for its operations in the respective regions.
Following a comprehensive strategic review, Deutsche Bank realigned
its organizational structure in the fourth quarter 2012. Deutsche Bank
reaffirmed its commitment to the universal banking model and to its
four existing corporate divisions. Deutsche Bank strengthened this
emphasis with an integrated Asset & Wealth Management Corporate
Division that includes former Corporate Banking & Securities
businesses such as exchange-traded funds (ETFs). Furthermore,
Deutsche Bank created a Non-Core Operations Unit. This unit includes
the former Group Division Corporate Investments (CI) as well as non-
core operations which were re-assigned from other corporate divisions.
As of 31 December 2013 Deutsche Bank was organized into the
following five corporate divisions:
·
Corporate Banking & Securities (CB&S)
·
Global Transaction Banking (GTB)
·
Asset & Wealth Management (AWM)
·
Private & Business Clients (PBC)
·
Non-Core Operations Unit (NCOU)
The five corporate divisions are supported by infrastructure functions.
In addition, Deutsche Bank has a regional management function that
covers regional responsibilities worldwide.
Deutsche Bank has operations or dealings with existing or potential
customers in most countries in the world. These operations and
dealings include:
·
subsidiaries and branches in many countries;
·
representative offices in many other countries; and
·
one or more representatives assigned to serve customers in a
large number of additional countries.
B.16
Ownership and
Not applicable; the Issuer is not directly or indirectly owned or
control:
controlled.
B.17
Ratings
Deutsche Bank is rated by Standard & Poor's Credit Market Services
France S.A.S. ("S&P"), by Moody's Investors Services Ltd., London,
United Kingdom ("Moody's") and by Fitch Italia S.p.A. ("Fitch",
together with S&P and Moody's, the "Rating Agencies").
At the date of this Prospectus, the following ratings were assigned to
the Issuer:
9

Rating agency
Long-term
Short-term
Outlook
S&P
A
A-1
Negative
Moody's
A2
P-1
On review for
downgrade
Fitch
A+
F1+
Negative
The Securities have not been rated.
Section C Securities
C.1
Description of
The Securities are [Single Reference Entity] [FTD1] [Basket] [Fixed
type and the
Recovery] [Zero Recovery Principal Amount Reduction] [Maturity
class of the
Capital Protected] [Floating Rate] [Fixed Rate] [Fixed/Floating Switch
Securities,
Option] [Floating/Fixed Switch Option] [Range Accrual] [Inflation
including any
Index] [Underlying Linked Coupon Rate] [Underlying Linked
security
Redemption] [Non Credit Linked Coupon] [Credit Event Accrued
identification
Interest] [Loss at Maturity] [Credit Contingent Call Option] [Callable]
number:
[English Law] [Portuguese Law] [Spanish Law] Securities. (the
"Securities").
ISIN: []
C.2
Currency:
[Euro ("EUR")] [U.S. Dollars ("USD")] [Pounds Sterling ("GBP")]
[Swiss Franc ("CHF")] [Swedish Krona ("SEK")] [Polish Zloty
("PLN")].
C.5
Restrictions on
[Unless otherwise permitted, the Securities may not be offered, sold,
free
resold or delivered in the United States or to, or for the account or
transferability:
benefit of, any U.S. person, and no Securities may be exercised or
redeemed by or on behalf of a U.S. person or a person within the
United States.]
[The Securities may not be offered or sold except to (i) persons who are
(A) "qualified institutional buyers" as defined in Rule 144A under the
United States Securities Act of 1933, as amended (the "Securities
Act") who are also "qualified purchasers" ("QPs") as defined in
Section 2(a)(51) of the U.S. Investment Company Act of 1940, as
amended, in reliance on Rule 144A under the Securities Act, or (B)
eligible institutional investors who are also QPs in private transactions
intended to be exempt from registration under the Securities Act, or (ii)
non-U.S. persons located outside the United States in reliance on
Regulation S under the Securities Act.]
Further, unless otherwise permitted, the Securities may not be acquired
by, on behalf of, or with the assets of any plans subject to ERISA or
Section 4975 of the U.S. Internal Revenue Code of 1986, as amended,
other than certain insurance company general accounts.
Subject to the above, each Security is freely transferable in accordance
with applicable law and any rules and procedures for the time being of
any Clearing Agent (as defined in C.17) through whose books such
Security is transferred.
C.8
Description of
Interest and Principal Payments
the rights
attaching to the
Provided that, the Securities have not been previously redeemed,
Securities,
cancelled or purchased,
the holder of a Security (the

1 FTD means "first to default"
10