Obligation Deutsch Bank 0% ( XS2394051002 ) en USD

Deutsch Bank

100 % ⇌

Allemagne

XS2394051002 ( en USD )

20/10/2055

Prospectus brochure de l'obligation Deutsche Bank XS2394051002 en USD 0%, échéance 20/10/2055

250 000 USD

200 000 000 USD

Deutsche Bank est une banque universelle allemande, offrant une large gamme de services financiers aux particuliers, entreprises et institutions, opérant à l'échelle mondiale.

L'obligation Deutsche Bank (XS2394051002), émise en Allemagne pour un montant total de 200 000 000 USD, avec un prix actuel de marché de 100%, offre un taux d'intérêt de 0%, une maturité fixée au 20 octobre 2055, une taille minimale d'achat de 250 000 USD et une fréquence de paiement semestrielle.

Securities Note
17 June 2022
_______________
Deutsche Bank Aktiengesellschaft
(Frankfurt am Main, Germany)
Euro 80,000,000,000
Debt Issuance Programme
Under its Euro 80,000,000,000 Debt Issuance Programme (the "Programme") Deutsche Bank
Aktiengesellschaft (the "Issuer") may from time to time issue notes ("Notes") and Pfandbriefe ("Pfandbriefe"
and together with the Notes, "Securities"), which may be issued on an unsubordinated or a subordinated basis.
The Securities will be denominated in any currency agreed between the Issuer and the relevant Dealer (as
defined below).
This document constitutes a securities note (the "Securities Note") in respect of all Securities (other than
Exempt Securities (as defined in the Section entitled "General Description of the Programme")) issued under
the Programme in accordance with Article 8 (1) of Regulation (EU) 2017/1129 of the European Parliament and
of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or
admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the "Prospectus
Regulation"), which, together with the registration document dated 4 May 2022 and prepared by the Issuer (as
supplemented from time to time, the "Registration Document"), constitutes a base prospectus (as
supplemented from time to time, the "Base Prospectus" or the "Prospectus") in accordance with Article 8 (6)
and Article 10 of the Prospectus Regulation. The Base Prospectus shall supersede and replace the base
prospectus dated 18 June 2021 and prepared in connection with the Programme.
This Securities Note was approved on 17 June 2022 (the "Date of Approval") by the Commission de
Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Prospectus
Regulation. The CSSF only approved this Securities Note as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be
considered as an endorsement of the Issuer or the quality of the Securities that are the subject of this Securities
Note. In accordance with Article 6 (4) of the Luxembourg Law of 16 July 2019 on Prospectuses for Securities
(loi du 16 juil et 2019 relative aux prospectus pour valeurs mobilières, the "Luxembourg Prospectus Act"), by
approving this Securities Note, the CSSF assumes no responsibility for the economic or financial soundness of
the transactions contemplated by this Securities Note or the quality and solvency of the Issuer. Investors should
make their own assessment as to the suitability of investing in the Securities.
The Issuer has also requested the CSSF to provide the competent authorities in Austria, Belgium, France,
Germany, Ireland, Italy, the Netherlands, Portugal and Spain with a certificate of approval in accordance with
Article 25 (1) of the Prospectus Regulation attesting that the Base Prospectus of which this Securities Note
forms part has been drawn up in accordance with the Prospectus Regulation (each, a "Notification"). The
Issuer may request the CSSF to provide competent authorities in additional Member States within the European
Economic Area (the "EEA") with similar Notifications.
The CSSF has neither approved nor reviewed information contained in this Securities Note in connection with
Exempt Securities. Information contained in this Securities Note in connection with Exempt Securities has been
reviewed by the Luxembourg Stock Exchange and this Securities Note was approved on the Date of Approval
by the Luxembourg Stock Exchange pursuant to Part IV of the Luxembourg Prospectus Act with regard to
Exempt Securities only.
Application has also been made by the Issuer to the Luxembourg Stock Exchange for Securities issued under
the Programme to be listed on the Official List of the Luxembourg Stock Exchange and to be admitted to trading
(i) (in the case of Non-Exempt Securities (as defined in the Section entitled "General Description of the

Programme")) on the Luxembourg Stock Exchange's regulated market or the professional segment of the
regulated market of the Luxembourg Stock Exchange or (ii) (in the case of Non-Exempt Securities and Exempt
Securities) on the "Euro MTF" market of the Luxembourg Stock Exchange or on the professional segment of the
"Euro MTF" market of the Luxembourg Stock Exchange. Securities issued under the Programme may also be
admitted to trading on the regulated market of the Frankfurt Stock Exchange or the regulated market of any
other stock exchange which is, like the regulated market of the Luxembourg Stock Exchange, a regulated
market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014
on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (as
amended, "MiFID II"). Securities issued under the Programme may also be admitted to trading or listed on the
SIX Swiss Exchange or an unregulated market such as the Open Market (Freiverkehr) of the Frankfurt Stock
Exchange or may not be admitted to trading or listed.
The Base Prospectus (comprising this Securities Note and the Registration Document) is valid for a
period of twelve months from the Date of Approval, i.e. until (and including) 17 June 2023. The
obligation to supplement the Base Prospectus (comprising this Securities Note and the Registration
Document) in the event of a significant new factor, material mistake or material inaccuracy shall not
apply once the Base Prospectus (comprising this Securities Note and the Registration Document) is no
longer valid. During its time of validity the Issuer shall not be obliged to supplement the Base
Prospectus (comprising this Securities Note and the Registration Document) in case it is not being
used in connection with an issue of Notes which shall be (i) admitted to trading on a regulated market in
the EEA and/or offered to the public in the EEA in circumstances where no exemption is available under
Article 1 (4) and/or Article 3 (2) of the Prospectus Regulation, or (ii) admitted to trading on the "Euro
MTF" market of the Luxembourg Stock Exchange or on the professional segment of the "Euro MTF"
market of the Luxembourg Stock Exchange.
This Securities Note, the Registration Document, any document incorporated by reference in this Securities
Note or the Registration Document and any supplement relating to information contained in this Securities Note
or the Registration Document are available in electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu/programme/Programme-DeutscheBank/13607) and on the website of the Issuer
(www.db.com under "Investor Relations") and will be viewable on, and obtainable free of charge from, such
websites. For the avoidance of doubt, none of the information contained in the aforementioned websites (other
than the information incorporated by reference in this Securities Note), forms part of this Securities Note or has
been scrutinised or approved by the CSSF or the Luxembourg Stock Exchange.
Arranger
Deutsche Bank

2

IMPORTANT NOTICES
Notice of the aggregate principal amount of Securities, interest (if any) payable in respect of Securities, the
issue price of Securities and certain other information which is applicable to each tranche of Securities (each, a
"Tranche") will (other than in the case of Exempt Securities) be set out in a final terms document (the "Final
Terms") which will be filed with the CSSF in case the Securities are to be admitted to trading on a regulated
market in the EEA and/or offered to the public in the EEA other than in circumstances where an exemption is
available under Article 1 (4) or Article 3 (2) of the Prospectus Regulation. The applicable Final Terms will (if
applicable) contain information relating to any underlying equity security, index, inflation index, credit risk to
which the relevant Securities relate and which is contained in such Final Terms. In the case of Exempt
Securities, notice of the aggregate principal amount of Securities, interest (if any) payable in respect of
Securities, the issue price of Securities and certain other information which is applicable to each Tranche will be
set out in a pricing supplement document (the "Pricing Supplement"). The applicable Pricing Supplement will
(if applicable) contain information relating to any underlying equity security, index, inflation index, currency,
commodity, fund unit or share, credit risk or other item(s) (each a "Reference Item") to which the relevant
Securities relate and which is contained in such Pricing Supplement. However, unless otherwise expressly
stated in the applicable Final Terms (or Pricing Supplement, in the case of Exempt Securities), any information
contained therein relating to a Reference Item will only consist of extracts from, or summaries of, information
contained in financial and other information released publicly in respect of such Reference Item. The Issuer will,
unless otherwise expressly stated in the applicable Final Terms (or Pricing Supplement, in the case of Exempt
Securities), confirm that such extracts or summaries have been accurately reproduced and that, so far as it is
aware, and is able to ascertain from information published in respect of such Reference Item, no facts have
been omitted that would render the reproduced inaccurate or misleading.
Copies of Final Terms (or Pricing Supplements, in the case of Exempt Securities) will be available from the
registered office of the Issuer and the specified office set out below of each of the Paying Agents (save that a
Pricing Supplement will only be available for inspection by a holder of the relevant Security and such holder
must produce evidence satisfactory to the Issuer and the Paying Agent as to its holding of Securities and
identity). In the case of Securities that are to be listed on the Official List of, and admitted to trading on, the
regulated market (including its professional segment) or the "Euro MTF" market (including its professional
segment) of the Luxembourg Stock Exchange, the applicable Final Terms (or Pricing Supplement, in the case of
Exempt
Securities)
will
be
available
on
the
Luxembourg
Stock
Exchange's
website
(www.bourse.lu/programme/Programme-DeutscheBank/13607), but only for so long as such admission to
trading and listing is maintained and the rules of the Luxembourg Stock Exchange or the laws or regulations so
require.
This Securities Note should be read and understood in conjunction with the Registration Document, any
document incorporated by reference in this Securities Note (see the section entitled "Documents Incorporated
by Reference") and any supplement relating to information contained in the Securities Note. Full information on
the Issuer and any Securities issued under the Programme is only available on the basis of the combination of
the information contained in this Securities Note, the Registration Document, any document incorporated by
reference in this Securities Note or the Registration Document, any supplement relating to information
contained in this Securities Note or the Registration Document and the relevant Final Terms (or Pricing
Supplement, in the case of Exempt Securities).
No person is or has been authorised to give any information or to make any representations, other than those
contained in this Securities Note, in connection with the Programme or the issue and sale of the Securities and,
if given or made, such information or representations must not be relied upon as having been authorised by
Deutsche Bank. Neither the delivery of this Securities Note or the Registration Document nor any sale made
hereunder shall, under any circumstances, create any implication that the information herein is correct as of any
time subsequent to the date hereof.
Neither this Securities Note nor the Registration Document nor any other information supplied in connection
with the Programme or any Securities (i) is intended to provide the basis of any credit or other evaluation or
(ii) should be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this
Securities Note or the Registration Document or any recipient of any other information supplied in connection
3

with the Programme or any Securities should purchase any Securities. Each investor contemplating purchasing
any Securities should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer. Neither this Securities Note nor the Registration Document nor
any other information supplied in connection with the Programme or the issue of any Securities constitutes an
offer or invitation by or on behalf of the Issuer or any of the Dealers to subscribe for or to purchase any
Securities.
No representation or assurance is given by the Issuer or any other person as to the suitability of any Green
Securities (as defined below), including the listing or admission to trading thereof on any dedicated "green",
"sustainable" or other equivalently-labelled segment of any stock exchange or securities market (whether or not
regulated), to fulfil any present or future investor expectations or requirements with respect to investment criteria
or guidelines which any investor or its investments are required to comply with under its own by-laws or other
governing rules or investment portfolio mandates. Neither the Issuer nor any other person has undertaken, or is
responsible for, any assessment of the eligibility criteria for Green Assets (as defined below), any verification of
whether the Green Assets meet such criteria or the monitoring of the use of (net) proceeds of any Green
Securities (or amounts equal thereto). Investors should refer to the Green Financing Framework (as defined
below), the Green Evaluation (as defined below) and any public reporting by or on behalf of the Issuer in
respect of the use of the (net) proceeds of any Green Securities for further information. For the avoidance of
doubt, neither the Green Financing Framework, the Green Evaluation nor any such public reporting is, or shall
be deemed to be, incorporated in and/or form part of this Securities Note and may be amended from time to
time. No representation or assurance is given by the Issuer or any other person as to the suitability or contents
of the Green Financing Framework and/or the Green Evaluation.
This Securities Note as well as any Final Terms (or Pricing Supplement, in the case of Exempt Securities)
reflect the status as of their respective dates of issue. Neither the delivery of this Securities Note nor the
offering, sale or delivery of any Securities shall in any circumstances imply that the information contained in the
aforementioned related documents is accurate and complete subsequent to the date hereof or that there has
been no adverse change in the financial condition of the Issuer since such date or that any other information
supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
The Issuer has undertaken for the benefit of any Dealer to amend or supplement this Securities Note and the
Registration Document or publish a new securities note or registration document if and when the information
herein or therein should become materially inaccurate or incomplete and has further agreed with the Dealers to
furnish a supplement relating to information contained in this Securities Note or the Registration Document in
the event of any significant new factor, material mistake or material inaccuracy relating to the information
included in this Securities Note or the Registration Document, as applicable, which is capable of affecting the
assessment of the Securities and which arises or is noted between the time when this Securities Note has been
approved and the final closing of any Tranche of Securities offered to the public in an EEA Member State or, as
the case may be, when trading of any Tranche of Securities on a regulated market of a stock exchange located
in an EEA Member State begins.
Prohibition of Sales to Retail Investors in the European Economic Area  If the Final Terms in respect of
any Securities (or Pricing Supplement, in the case of Exempt Securities) includes a legend entitled "Prohibition
of Sales to Retail Investors in the European Economic Area", the Securities are not intended to be offered, sold
or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made
available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4 (1) of MiFID II; (ii) a customer within the meaning of
Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance
distribution, as amended (the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4 (1) of MiFID II; or (iii) not a qualified investor as defined in
the Prospectus Regulation. If the relevant Final Terms (or Pricing Supplement, in the case of Exempt Securities)
include the above-mentioned legend, no key information document required by Regulation (EU) No 1286/2014,
as amended (the "PRIIPs Regulation") for offering or selling those Securities or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling those Securities or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
4

If the Final Terms (or Pricing Supplement, in the case of Exempt Securities) specify "Prohibition of Sales to
Retail Investors in the European Economic Area" as "Not Applicable", except to the extent sub-paragraph
(ii) below may apply, in relation to each Member State of the EEA (each, a "Relevant Member State"), any
offer of Securities wil be made pursuant to an exemption under the Prospectus Regulation from the
requirement to publish a prospectus for offers of Securites. Accordingly, any person making or intending to
make an offer in that Relevant Member State of Securities which are the subject of an offering/placement
contemplated in this Securities Note as completed by Final Terms in relation to the offer of those Securities (or
Pricing Supplement, in the case of Exempt Securities) may only do so (i) in circumstances in which no
obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in
relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that
Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the
competent authority in that Relevant Member State and (in either case) published, all in accordance with the
Prospectus Regulation, provided that any such prospectus has subsequently been completed by Final Terms
(or Pricing Supplement, as the case may be) which specify that offers may be made other than pursuant to
Article 1 (4) of the Prospectus Regulation in that Relevant Member State and such offer is made in the period
beginning and ending on the dates specified for such purpose in such prospectus or relevant Final Terms (or
Pricing Supplement, in the case of Exempt Securities), as applicable, and the Issuer has consented in writing to
the use of such prospectus for the purpose of such offer. Except to the extent sub-paragraph (ii) above may
apply, neither the Issuer nor any Dealer have authorized, nor do they authorize, the making of any offer of
Securities in circumstances in which an obligation arises for the Issuers or any Dealer to publish or supplement
a prospectus for such offer.
Prohibition of Sales to Retail Investors in the United Kingdom  If the Final Terms in respect of any
Securities (or Pricing Supplement, in the case of Exempt Securities) include a legend entitled "Prohibition of
Sales to Retail Investors in the United Kingdom", the Securites are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the
United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client,
as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of the domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the
meaning of the provisions of the United Kingdom Financial Services and Markets Act 2000 (as amended, the
"FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client as defined in point (8) of Article 2 (1) of Regulation (EU)
600/2014 as it forms part of the domestic law of the United Kingdom by virtue of the EUWA. Consequently, no
key information document required by Regulation (EU) 1286/2014, as amended, as it forms part of the domestic
law of the United Kingdom by virtue of the EUWA (the "United Kingdom PRIIPs Regulation") for offering or
selling the Securities or otherwise making them available to retail investors in the United Kingdom has been
prepared and therefore offering or selling the Securities or otherwise making them available to any retail
investor in the United Kingdom may be unlawful under the United Kingdom PRIIPs Regulation.
If the relevant Final Terms (or Pricing Supplement, in the case of Exempt Securities) specify "Prohibition of
Sales to Retail Investors in the United Kingdom" as "Not Applicable", except to the extent sub-paragraph (ii)
below may apply, in relation to the United Kingdom, any offer of Securities wil be made pursuant to an
exemption under the Prospectus Regulation as it forms part of the domestic law of the United Kingdom by virtue
of the EUWA (the "UK Prospectus Regulation") from the requirement to publish a prospectus for offers of
Securities. Accordingly, any person making or intending to make an offer in the United Kingdom of Securities
which are the subject of an offering/placement contemplated in this Securities Note as completed by Final
Terms (or Pricing Supplement, in the case of Exempt Securities) in relation to the offer of those Securities may
only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus
pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus
Regulation, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the
competent authority in the United Kingdom and published, all in accordance with the UK Prospectus Regulation,
provided that any such prospectus has subsequently been completed by Final Terms (or Pricing Supplement, in
the case of Exempt Securities) which specify that offers may be made other than pursuant to Article 1 (4) of the
UK Prospectus Regulation and such offer is made in the period beginning and ending on the dates specified for
such purpose in such prospectus or relevant Final Terms (or Pricing Supplement), as applicable, and the Issuer
has consented in writing to the use of such prospectus for the purpose of such offer. Except to the extent sub-
5

paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorized, nor do they authorize, the
making of any offer of Securities in circumstances in which an obligation arises for the Issuer or any Dealer to
publish or supplement a prospectus for such offer.
MiFID II Product Governance / Target Market  The Final Terms (or the Pricing Supplement, in the case of
Exempt Securities) in respect of any Securities may include a legend entitled "MiFID II Product Governance"
which wil outline the target market assessment in respect of the Securities and which channels for distribution
of the Securities are appropriate. Any person subsequently offering, selling or recommending the Securities (a
"Distributor") should take into consideration the target market assessment; however, a Distributor subject to
MiFID II is responsible for undertaking its own target market assessment in respect of the Securities (by either
adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the product governance
rules under Commission Delegated Directive (EU) 2017/593 (the "MiFID II Product Governance Rules"), any
Dealer subscribing for any Securities is a manufacturer in respect of such Securities, but otherwise neither the
Arranger nor any other Dealer nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID II Product Governance Rules.
UK MiFIR Product Governance / Target Market  The Final Terms (or the Pricing Supplement, in the case of
Exempt Securities) in respect of any Securities may include a legend entitled "UK MiFIR Product Governance"
which wil outline the target market assessment in respect of the Securities and which channels for distribution
of the Securities are appropriate. Any Distributor should take into consideration the target market assessment;
however, a Distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment
in respect of the Securities (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Securities is a manufacturer in respect of such Securities,
but otherwise neither the Arranger nor any other Dealer nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules.
Neither this Securities Note nor the Registration Document constitutes an offer to sell or the solicitation of an
offer to buy any Securities in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation
in such jurisdiction. The distribution of this Securities Note and the Registration Document and the offer or sale
of Securities may be restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that
this Securities Note or the Registration Document may be lawfully distributed, or that any Securities may be
lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution
or offering. In particular, no action has been taken by the Issuer or the Dealers which would permit a public
offering of any Securities in any jurisdiction (other than any EAA Member State into which the Base Prospectus
(of which this Securities Note forms part) has been notified) or distribution of this Securities Note or the
Registration Document in any jurisdiction where action for that purpose is required. Accordingly, no Securities
may be offered or sold, directly or indirectly, and neither this Securities Note nor the Registration Document nor
any advertisement or other offering material may be distributed or published in any jurisdiction, except under
circumstances that wil result in compliance with any applicable laws and regulations. Persons into whose
possession this Securities Note, the Registration Document or any Securities may come must inform
themselves about, and observe, any such restrictions on the distribution of this Securities Note and the
Registration Document and the offering and sale of Securities. In particular, there are restrictions on the
distribution of this Securities Note and the offer or sale of Securities in the United States, the EEA (in particular
Austria, Belgium, the Czech Republic, France, Ireland, Italy, the Netherlands, Poland and Spain), in Australia,
Hong Kong, Israel, Japan, Mexico, Saudi Arabia, Singapore, South Africa, Switzerland, Taiwan, Turkey, the
United Arab Emirates, the United Kingdom and selling restrictions relating to the sale of Securities into non-
cooperative jurisdictions (see the section entitled "Transfer and Selling Restrictions"). In making an investment
decision, investors must rely on their own examination of the Issuer and the terms of the Securities being
offered, including the merits and risks involved.
6

The Securities have not been approved or disapproved by the United States Securities and Exchange
Commission or any other securities commission or other regulatory authority in the United States, nor have the
foregoing authorities approved this Securities Note or the Registration Document or confirmed the accuracy or
the adequacy of the information contained in this Securities Note or the Registration Document. Any
representation to the contrary is unlawful. In particular, the Securities have not been and will not be registered
under the United States Securities Act of 1933 (as amended) (the "Securities Act") and may not be offered or
sold in the United States or to, or for the account or benefit of, (a) a "U.S. person" as defined in Regulation S
under the Securities Act, (b) a person other than a "Non-United States person" as defined in Rule 4.7 under the
United States Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act"), or (c) a "U.S.
person" as defined in the Interpretive Guidance and Policy Statement Regarding Compliance with Certain Swap
Regulations promulgated by the Commodity Futures Trading Commission (the "CFTC") pursuant to the
Commodity Exchange Act, or in regulations or guidance adopted under the Commodity Exchange Act (each
such person, a "U.S. person"), unless the Securities are registered under the Securities Act or an exemption
from the registration requirements of the Securities Act is available. See the section entitled "Description of the
Securities  Form of the Securities" for a description of the manner in which Securities wil be issued.
Registered Securities are subject to certain restrictions on transfer (see the section entitled "Transfer and
Selling Restrictions"). Registered Securities may be offered or sold within the United States only to QIBs (as
defined under "Description of the Securities  Form of the Securities") in transactions exempt from registration
under the Securities Act (see the section entitled "U.S. Information" below).
The Securities do not constitute, and have not been marketed as, contracts of sale of a commodity for future
delivery (or options thereon) subject to the Commodity Exchange Act, and trading in the Securities has not been
approved by the CFTC pursuant to the Commodity Exchange Act.
The Securities are not deposits. The Securities are not insured by the U.S. Federal Deposit Insurance
Corporation or any other agency, and are subject to investment risk, including the possible loss of principal. The
Securities have not been approved or disapproved by the U.S. Federal Deposit Insurance Corporation nor has
the U.S. Federal Deposit Insurance Corporation passed on the adequacy or accuracy of this Securities Note.
Any representation of the contrary is unlawful. The Securities are subordinate to the claims of depositors.
Neither this Securities Note nor the Registration Document nor any Final Terms (or Pricing Supplement,
in the case of Exempt Securities) may be used for the purpose of an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such an offer or solicitation.
Neither this Securities Note nor the Registration Document nor any Final Terms (or Pricing Supplement, in the
case of Exempt Securities) constitutes an offer or an invitation to subscribe for or purchase any Securities and
should not be considered as a recommendation or a statement of an opinion (or a report of either of those
things) by Deutsche Bank, the Dealers or any of them that any recipient of this Securities Note, the Registration
Document or any Final Terms (or Pricing Supplement, in the case of Exempt Securities) should subscribe for or
purchase any Securities. Each recipient of this Securities Note or any Final Terms (or Pricing Supplement, in
the case of Exempt Securities) shall be taken to have made its own appraisal of the condition (financial or
otherwise) of the Issuer.
None of the Dealers or the Issuer makes any representation to any purchaser of the Securities regarding the
legality of its investment under any applicable laws. Any purchaser of the Securities should be able to bear the
economic risk of an investment in the Securities for an indefinite period of time.
The language of this Securities Note is English. In respect of the issue of any Tranche of Securities under the
Programme, the German text of the terms and conditions applicable to such Securities may be controlling and
binding if specified in the applicable Final Terms (or Pricing Supplement, in the case of Exempt Securities).
Pursuant to this Securities Note, Securities may be issued whose interest and/or redemption payments will be
calculated by reference to a specific benchmark which will be provided by an administrator (the "Benchmark-
linked Securities").
7

As at the date of this Securities Note, the specific benchmark applicable to an issue of Benchmark-linked
Securities has not yet been determined. However, amounts payable under Benchmark-linked Securities may be
calculated by reference to (i) BBSW (Bank Bil Swap Rate), which is provided by ASX Benchmarks Limited
("ASX"), (ii) EURIBOR (Euro Interbank Offered Rate), which is provided by the European Money Markets
Institute ("EMMI"), (iii) STR (Euro short-term rate) which is provided by the European Central Bank (the
"ECB"), (iv) LIBOR (London Interbank Offered Rate) and certain CMS (constant maturity swap) rates which are
provided by ICE Benchmark Administration Limited ("IBA"), (v) NIBOR (Norwegian Interbank Offered Rate),
which is provided by Norske Finansielle Referanser AS ("NoRe"), (vi) SARON (Swiss Average Rate Overnight),
which is provided by SIX Index AG ("SIX") and endorsed for use in the European Union by SIX Financial
Information Nordic AB ("SIX Nordic"), (vii) SOFR (Secured Overnight Financing Rate), which is provided by the
Federal Reserve Bank of New York (the "Federal Reserve"), (viii) SONIA (Sterling Overnight Index Average),
which is provided by the Bank of England (the "BoE"); (ix) STIBOR (Stockholm Interbank Offered Rate), which
is provided by Swedish Financial Benchmark Facility AB ("SFBF"), (x) TONA (Tokyo Overnight Average Rate),
which is provided by the Bank of Japan (the "BoJ"), or (xi) another benchmark (any "Other Benchmark").
As at the date of this Securities Note, ASX, EMMI and NoRe are included as administrators in the register of
administrators and benchmarks (the "ESMA Register") established and maintained by the European Securities
and Markets Authority ("ESMA") pursuant to Article 36 of Regulation (EU) 2016/1011 of the European
Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and
financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC
and 2014/17/EU and Regulation (EU) No 596/2014, as amended (the "Benchmarks Regulation"). As at the
date of this Securities Note, SIX is included as administrator of third country benchmarks in the ESMA Register
with SIX Nordic as endorsing administrator.
As at the date of this Securities Note, none of the ECB, IBA, the Federal Reserve, the BoE, SFBF or the BoJ
appear on the ESMA Register. As far as the Issuer is aware,
(i)
the transitional provisions in Article 51 of the Benchmarks Regulation apply to IBA, so that LIBOR may
currently continue to be used without any recognition, endorsement or equivalence,
(ii)
SFBF submitted an application for authorisation so that STIBOR may currently continue to be used
under the transitional provisions in Article 51 of the Benchmarks Regulation, and
(iii)
the exemption set out in point (a) of Article 2 (2) of the Benchmarks Regulation applies to the ECB, the
Federal Reserve, the BoE and the BoJ, so that STR, SOFR, SONIA and TONA may be used without
any recognition, endorsement or equivalence.
In case Securities are issued which make reference to any Other Benchmark, the relevant Final Terms will
specify the name of the specific benchmark and the relevant administrator. In such case the Final Terms will
further specify whether the relevant administrator is included in the ESMA Register and, if not, (i) whether the
transitional provisions in Article 51 of the Benchmarks Regulation apply or (ii) whether an exemption pursuant to
Article 2 of the Benchmarks Regulation applies.
U.S. INFORMATION
This Securites Note is being submitted on a confidential basis in the United States to a limited number of QIBs
(as defined under "Description of the Securities  Form of the Securities") for informational use solely in
connection with the consideration of the purchase of the Securities being offered hereby. Its use for any other
purpose in the United States is not authorised. It may not be copied or reproduced in whole or in part nor may it
be distributed or any of its contents disclosed to anyone other than the prospective investors to whom it is
originally submitted.
Registered Securities may be offered or sold within the United States only to QIBs in transactions exempt from
registration under the Securities Act. Each U.S. purchaser of Registered Securities is hereby notified that the
offer and sale of any Registered Securities to it may be being made pursuant to the exemption from the
registration requirements of the Securities Act provided by Rule 144A under the Securities Act ("Rule 144A").
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Each purchaser or holder of Securities represented by a Rule 144A Global Security (as defined under
"Description of the Securities  Registered Securities") or any Securities issued in registered form in exchange
or substitution therefor (together "Legended Securities") will be deemed, by its acceptance or purchase of any
such Legended Securities, to have made certain representations and agreements intended to restrict the resale
or other transfer of such Securities as set out in "Transfer and Selling Restrictions". Unless otherwise stated,
terms used in this paragraph have the meanings given to them in "Description of the Securities  Form of the
Securities".
The Securities in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States of America (the "United States") or its possessions or to United States persons, except
in certain transactions permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings
given to them by the U.S. Internal Revenue Code of 1986 and the Treasury regulations promulgated
thereunder.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Securities that are
"restricted securities" within the meaning of the Securities Act, the Issuer has undertaken in a deed poll dated
21 June 2019 (the "Deed Poll") to furnish, upon the request of a holder of such Securities or any beneficial
interest therein, to such holder or to a prospective purchaser designated by him, the information required to be
delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the Issuer is neither a
reporting company under section 13 or section 15(d) of the U.S. Securities Exchange Act of 1934, as amended
(the "Exchange Act") nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is incorporated as a German stock corporation with limited liability (Aktiengesellschaft). All the
members of the Management Board (Vorstand) and most of the members of the Supervisory Board
(Aufsichtsrat) of the Issuer are non-residents of the United States, and all or a portion of the assets of the Issuer
and such persons are located outside the United States. As a result, it may not be possible for holders or
beneficial owners of the Securities to effect service of process within the United States upon the Issuer or such
persons, or to enforce against any of them in U.S. courts judgments obtained in such courts predicated upon
the civil liability provisions of the federal securities or other laws of the United States or any state or other
jurisdiction thereof.
NOTICE TO RESIDENTS OF THE KINGDOM OF SAUDI ARABIA
Neither this Securities Note nor the Registration Document may be distributed in the Kingdom of Saudi Arabia
except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations
issued by the Capital Market Authority of the Kingdom of Saudi Arabia (the "CMA").
The CMA does not make any representation as to the accuracy or completeness of this Securities Note or the
Registration Document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in
reliance upon, any part of this Securities Note or the Registration Document. Prospective purchasers of the
securities offered hereby should conduct their own due diligence on the accuracy of the information relating to
the securities. If you do not understand the contents of this document, you should consult an authorised
financial adviser. Information set forth in this Securities Note may not correspond to the risk profile of a
particular investor, does not take into account one's personal preferences and expectations on risk and/or
profitability and therefore does not constitute an individual investment recommendation for the purposes of
Saudi Arabian securities laws.
NOTICE TO INVESTORS RESIDENT IN NON-COOPERATIVE JURISDICTIONS
Any Securities to be issued under the Programme may not be offered, sold or distributed nor may any
subsequent resale of Securities be made to any person resident in any Non-Cooperative Jurisdiction (as
defined in the subsection "Transfer and Selling Restrictions Prohibition of Sales to Investors Resident in Non-
9

Cooperative Jurisdictions" (currently including American Samoa, Fiji, Guam, Palau, Panama, Samoa, Trinidad
and Tobago, Vanuatu and the U.S. Virgin Islands)).
In case Securities are nevertheless held by an investor resident in a Non-Cooperative Jurisdiction, the Issuer
may be obliged to effect a withholding tax deduction in connection with payments it makes under such
Securities (and wil not be obliged to make a gross-up payment). The applicable withholding tax rate is 15 per
cent. plus 5.5 per cent. solidarity surcharge thereon on the gross payment pursuant to the German Act to
Prevent Tax Evasion and Unfair Tax Competition (Gesetz zur Abwehr von Steuervermeidung und unfairem
Steuerwettbewerb).
STABILISATION MANAGER
In connection with the issue of any Tranche of Securities under the Programme, the Dealer or Dealers (if
any) named as the Stabilisation Manager(s) in the applicable Final Terms (or Pricing Supplement, in the
case of Exempt Securities) (or persons acting on behalf of any Stabilisation Manager(s)) may, outside
Australia (and on a market operated outside Australia) and in accordance with applicable law, over-allot
Securities or effect transactions with a view to supporting the market price of the Securities at a level
higher than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any
stabilisation action may begin on or after the date on which the adequate public disclosure of the final
terms of the offer of the relevant Tranche of Securities is made and, if begun, may cease at any time, but
it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Securities
and 60 days after the date of the allotment of the relevant Tranche of Securities. Any stabilisation action
or over-allotment must be conducted by the relevant Stabilisation Manager(s) (or person(s) acting on
behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules.
ISDA DOCUMENTATION
Investors should consult the Issuer should they require a copy of the 2006 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc., the 2009 ISDA Credit
Derivatives Determinations Committees, Auction Settlement and Restructuring Supplement to the 2003
ISDA Credit Derivatives Definitions (14 July 2009), the 2014 ISDA Credit Derivatives Definitions or the
relevant Credit Derivatives Physical Settlement Matrix as published by the International Swaps and
Derivatives Association, Inc., as applicable.
CERTAIN DEFINED TERMS AND CONVENTIONS
Capitalised terms which are used but not defined in any particular section of this Securities Note wil have the
meaning attributed to them in the section entitled "Terms and Conditions" and the section entitled "Annexes to
the Terms and Conditions", as applicable, or any other section of this Securities Note.
In addition, the following terms as used in this Securities Note have the following meanings: all references to ""
or "EUR" are to Euro, all references to "CHF" are to Swiss Francs, all references to "Sterling" "GBP" and "£"
are to British Pounds, all references to "Yen", "JPY" and "¥" are to Japanese Yen, and all references to "U.S.
dollars", "U.S. $", "USD" and "$" are to United States dollars.
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