Bond Deutsch Bank AG 0% ( XS0461339607 ) in EUR

Deutsch Bank AG

100 % ⇌

Germany

XS0461339607 ( in EUR )

20/03/2022 - Bond has expired

Prospectus brochure of the bond DEUTSCHE BANK AG XS0461339607 in EUR 0%, expired

Deutsche Bank AG is a German multinational investment bank and financial services corporation headquartered in Frankfurt, offering a wide range of financial products and services to corporate and institutional clients globally.

The **XS0461339607 bond**, a debt instrument issued by **DEUTSCHE BANK AG**, a leading German multinational investment bank and financial services company headquartered in Frankfurt, has successfully concluded its lifecycle. This EUR-denominated bond, originating from Germany, featured a 0% interest rate and reached its maturity on March 20, 2022; with a reported payment frequency of 1, the bond was valued at 100% of its principal on the market at maturity and has since been fully redeemed.

OFFERING CIRCULAR
_____________________________________________________________________________________________
Deutsche Bank Aktiengesellschaft

(Frankfurt am Main, Germany)

Programme for the issuance of Credit Linked Securities
_____________________________________________________________________________________________
This document (referred to as the "Offering Circular"), including the documents incorporated by reference within it,
is intended to provide investors with information necessary to enable them to make an informed investment decision
before purchasing Securities (as defined below). It may be supplemented from time to time. It is not a "prospectus"
for the purposes of the EU Prospectus Regulation or the UK Prospectus Regulation (see "General Information"
below).
Under this programme (the "Programme") for the issuance of credit linked securities 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).
This Offering Circular has been approved by the Luxembourg Stock Exchange in connection with the admission to
the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's Euro MTF
(the "Euro MTF") of Securities issued by the Issuer on the Official List of the Luxembourg Stock Exchange's Euro
MTF. This Offering Circular constitutes a prospectus for the purposes of Part IV of the Luxembourg Law dated 16
July 2019 on prospectuses for securities and is valid for a period of 12 months from the date of this Offering Circular.
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 Offering Circular. The Securities will represent direct unsubordinated and unsecured contractual
obligations of the Issuer which will rank pari passu among themselves and pari passu with all other unsecured
and unsubordinated obligations of the Issuer except for any statutory priority regime of the jurisdiction of the
Issuer's incorporation (or, in the case of Securities issued by Deutsche Bank AG through a branch, of the
jurisdiction where such branch is established) that provides certain claims will be satisfied first in a resolution
or German insolvency proceeding with respect to the Issuer. The Securities will be subject to Resolution
Measures, as discussed in the "Risk Factors" section of this Offering Circular under "Regulatory Bail-in and
other Resolution Measures" below.
The Issuer shall not be liable for or otherwise obliged to pay, and the relevant Securityholder shall be liable for and/or
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.
Offering restrictions in the European Economic Area
This Offering Circular has been prepared on the basis that any offer of Securities in any Member State of the European
Economic Area (the "EEA") will be made pursuant to an exemption under Regulation (EU) 2017/1129, as amended
(the "EU Prospectus Regulation") from the requirement to publish a prospectus for offers of Securities. Accordingly,
any person making or intending to make an offer in that Member State of Securities which are the subject of an offering
contemplated in this Offering Circular as completed by a Pricing Supplement in relation to the offer of those Securities
may only do so in circumstances in which no obligation arises for the Issuer or any Dealer (as defined below) to
publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the EU Prospectus Regulation in relation to such offer.
Offering restrictions in the United Kingdom
This Offering Circular has been prepared on the basis that any offer of Securities in the United Kingdom will be made
pursuant to an exemption under section 86 of the Financial Services and Markets Act 2000 (as amended, the "FSMA")

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 contemplated in this Offering
Circular as completed by a Pricing Supplement in relation to the offer of those Securities may only do so 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 relation to such
offer, where "UK Prospectus Regulation" means Regulation (EU) No 2017/565 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA") and regulations made thereunder.
Neither the Issuer nor any Dealer has authorised, nor does it authorise, the making of any offer of Securities in
circumstances in which an obligation arises for the Issuer to publish a prospectus in the EEA, the United Kingdom or
in any other jurisdiction.
If the Pricing Supplement in respect of any 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, 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 2016/97/EU (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 Directive. If the relevant Pricing
Supplement include the above-mentioned legend, no key information document required by Regulation (EU) No.
1286/2014 (as amended, the "EU 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 EU PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Pricing Supplement in respect of any Securities does not
specify "Prohibition of Sales to Retail Investors in the European Economic Area" to be not applicable but where the
relevant Dealer subsequently prepares and publishes a key information document under the EU PRIIPs Regulation in
respect of such Securities, then following such publication, the prohibition on the offering, sale or otherwise making
available the Securities to a retail investor in the EEA as described in the above paragraph and in such legend shall no
longer apply.
If the Pricing Supplement in respect of any Securities includes a legend entitled "Prohibition of Sales to Retail
Investors in the United Kingdom", the Securities 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) No 2017/565 (the "UK Prospectus Regulation") as it forms part of domestic law by virtue of
the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under
the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA; or (iii) not a qualified investor as defined in the UK Prospectus Regulation. Consequently, no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (as
amended, the "UK 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 UK PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Pricing Supplement in respect of any Securities does not
specify "Prohibition of Sales to Retail Investors in the United Kingdom" to be not applicable but where the relevant
Dealer subsequently prepares and publishes a key information document under the UK PRIIPs Regulation in respect
of such Securities, then following such publication, the prohibition on the offering, sale or otherwise making available
the Securities to a retail investor in the United Kingdom as described in the above paragraph and in such legend shall
no longer apply.
The Securities have not been and will not be registered with the U.S. Securities and Exchange Commission (the
"SEC") under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws
in the United States, and trading in the Securities has not been approved by the United States Commodity Futures
Trading Commission (the "CFTC") under the United States Commodity Exchange Act of 1936, as amended (the
"Commodity Exchange Act"). The Securities may not be offered, sold, resold, pledged or otherwise transferred
except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The
Securities may be offered and sold (a) in reliance on Rule 144A ("Rule 144A") under the Securities Act to Qualified
Institutional Buyers (as defined in rule 144A) (each, a "Qualified Institutional Buyer") and (b) at any time outside
the United States to non-U.S. persons (as defined in Regulation S) in offshore transactions in reliance on Regulation
S ("Regulations S") under the Securities Act who also 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
2

sale and transfer of the Securities, please refer to the "General Selling and Transfer Restrictions", in Section IX.B of
this Offering Circular.
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE
UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF
SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THE OFFERING DOCUMENTS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
The website addresses of certain third parties have been provided in this Offering Circular. Except as expressly set
forth in this Offering Circular, information in such websites are for information purposes only and should not be
deemed to be incorporated by reference in, or form a part of, this Offering Circular.
This Offering Circular will be published in electronic form on the website of the Issuer (www.xmarkets.db.com).
The date of this Offering Circular is 31 August 2022.

3

IMPORTANT NOTICES
No person is authorised to give any information or to make any representation other than contained in this Offering
Circular and related Pricing Supplement.
No person is authorised to give any information or to make any representation other than those contained in this
Offering Circular 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 Offering Circular 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 Offering Circular nor any such further information should not be considered as a
recommendation by the Issuer that any recipient of this Offering Circular 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 Offering Circular
The Issuer is offering to sell, and is seeking offers to buy, the Securities only in jurisdictions where such offers and
sales are permitted. Neither this Offering Circular nor any other information supplied in connection with the Securities
constitutes an offer to sell, or a solicitation of an offer to buy, any Securities by any person in any jurisdiction in which
it is unlawful for such person to make such an offer or solicitation. The distribution of this Offering Circular and the
offering or sale of the Securities in certain jurisdictions may be restricted by law. The Issuer does not represent that
this Offering Circular 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 Offering Circular, 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 Offering Circular comes must inform themselves about, and observe, any such restrictions. Please refer to
"General Selling and Transfer Restrictions" contained in Section IX.B of this Offering Circular.
The information in this Offering Circular (and any supplement) is subject to change
Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any circumstances,
create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon
which this Offering Circular has been most recently supplemented or replaced or that there has been no adverse change
in the financial position of the Issuer, since the date hereof or the date upon which this Offering Circular has been
most recently supplemented or replaced or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
Not a basis for a credit or other evaluation and not a recommendation to purchase Securities
This Offering Circular is not intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by any of the Issuer or any Dealer that any recipient of this Offering Circular should
purchase the Securities. Each potential purchaser of Securities should determine for himself or herself or itself the
relevance of the information contained in this Offering Circular and any purchase of Securities should be based upon
such investigation as such potential purchaser deems necessary.
Stabilising legend
In connection with the issue of any Tranche of Securities, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the relevant Pricing Supplement may 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 adequate public disclosure of the 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 shall be conducted in accordance with all applicable laws and
rules.
4

Listing on other exchanges
Securities may, subject to compliance with all relevant laws, also be listed on other exchanges which are not regulated
markets for the purposes of the Markets in Financial Instrument Directive (Directive 2014/65/EU, as amended,
"MiFID II") or Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA (as
amended, "UK MiFIR"), as indicated in the relevant Pricing Supplement.
Potential for Discretionary Determinations by the Calculation Agent and the Issuer under the Securities
Under the terms and conditions of the Securities (the "Conditions"), following the occurrence of certain events outside
of the control of the Issuer, the Calculation Agent and/or the Issuer may exercise discretion to take one or more of the
actions available to it in order to deal with the impact of such event on the Securities or (if applicable in respect of the
Conditions of the particular Securities) the Issuer's hedging arrangements. Any such discretionary determinations
could have a material adverse impact on the value of and return on the Securities. An overview of the potential for
discretionary determinations by the Calculation Agent and the Issuer under the Securities is provided in the section of
this Offering Circular entitled "Overview of the Potential for Discretionary Determinations by the Calculation Agent
and the Issuer".
ISDA Documentation
Investors should consult the Issuer should they require a copy of the 2006 ISDA Definitions, the 2014 ISDA Credit
Derivatives Definitions or the relevant Credit Derivatives Physical Settlement Matrix, in each case, as published by
the International Swaps and Derivatives Association, Inc.
Defined Terms
An index of defined terms is set out at the end of this document. In this Offering Circular, all references to "", "Euro",
and "EUR" are to lawful single currency of the member states of the European Union that have adopted and continue
to retain a common single currency through monetary union in accordance with European Union treaty law (as
amended from time to time), 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 krona, all references to "DKK" refer to Danish Krone, all references to "PLN" refer to
Polish Zlotys, all references to "NOK" refer to Norwegian Krone, all references to "AUD" refer to Australian Dollars,
all references to "CAD" refer to Canadian Dollars and all references to "JPY" are references to Japanese Yen.

5

TABLE OF CONTENTS
I.
Summary of the Programme .......................................................................................................... 7
II.
Risk Factors ................................................................................................................................. 19

Issuer Risk Factors ....................................................................................................................... 19

Product Specific Risk Factors ...................................................................................................... 19

General Risk Factors Relating to the Securities ........................................................................... 48

Market Factors ............................................................................................................................. 54

Conflicts of Interest...................................................................................................................... 58
III
United States Securities and Other Laws ..................................................................................... 62
IV.
Certain Benefit Plan Investor Considerations .............................................................................. 63
V.
Plan of Distribution in the United States ..................................................................................... 65
VI.
General Information on the Programme ...................................................................................... 66

Documents Incorporated by Reference ........................................................................................ 66

General Information ..................................................................................................................... 69
VII.
Conditions .................................................................................................................................... 71
VIII.
Form of Pricing Supplement ...................................................................................................... 230
IX.
General Information on Taxation and Selling Restrictions........................................................ 257

General Taxation Information .................................................................................................... 257

General Selling and Transfer Restrictions ................................................................................. 261
X.
Documents on Display ............................................................................................................... 272
Annex A--Form of Standing Investor Letter (Rule 144A) ....................................................................... 273

6

I.
SUMMARY OF THE PROGRAMME
This summary must be read as an introduction to this Offering Circular and is provided as an aid to investors when
considering whether to purchase Securities but is not a substitute for the Offering Circular. Any decision to invest in
any Securities should be based on a consideration of the Offering Circular as a whole (including the documents
incorporated by reference) and the applicable Pricing Supplement.
Issuer:
Securities may be issued by Deutsche Bank Aktiengesellschaft (the "Bank") through its
head office in Frankfurt am Main and acting through its London branch in relation to any
Series, as specified in the applicable Pricing Supplement. All Securities constitute
obligations of the Bank.
Issuer's Legal Entity
7LTWFZYICNSX8D621K86
Identifiers (LEI):
Description of the Bank:
Deutsche Bank Aktiengesellschaft (commercial name: Deutsche Bank) is a banking
institution and a stock corporation incorporated in Germany and accordingly operates
under the laws of Germany. The Bank has its registered office in Frankfurt am Main,
Germany. It maintains its principal office at Taunusanlage 12, 60325 Frankfurt am Main,
Germany.
Business of the Bank:
The objects of Deutsche Bank, as laid down in its 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. The Bank may realise these
objectives itself or through subsidiaries and affiliated companies. To the extent permitted
by law, the Bank is entitled to transact all business and to take all steps which appear likely
to promote the objectives of the 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, Hong Kong and
an Asia-Pacific Head Office in Singapore which serve as hubs for its operations in the
respective regions.
Deutsche Bank is organized into the following segments:
· Corporate Bank (CB);
· Investment Bank (IB);
· Private Bank (PB);
· Asset Management (AM);
· Capital Release Unit (CRU); and
· Corporate & Other (C&O).
In addition, Deutsche Bank has a country and regional organizational layer to facilitate a
consistent implementation of global strategies.
· The Bank has operations or dealings with existing and potential customers in most
countries in the world. These operations and dealings include working through
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.
Fiscal Agent:
Subject as provided below, where the Issuer in respect of a Series of Securities is:
(i)
Deutsche Bank Aktiengesellschaft acting through its head office in Frankfurt am
Main, Deutsche Bank Aktiengesellschaft acting through its head office in
Frankfurt am Main; and
7

(ii)
Deutsche Bank AG, acting through its London branch ("Deutsche Bank AG,
London Branch"), Deutsche Bank AG, London Branch domiciled at Winchester
House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom.
The Issuer in respect of any Series of Securities which are Bearer Securities may perform
any obligation specified herein to be performed by the Fiscal Agent and in such
circumstances each reference to the Fiscal Agent herein shall be deemed to be to the Issuer
acting in such capacity.
Calculation Agent:
In respect of a Series of Securities, the Issuer of such Securities, or as otherwise specified
in the relevant Pricing Supplement
Listing Agent in
Banque de Luxembourg S.A. at 14, boulevard Royal, L-2449, Luxembourg
Luxembourg:
Registrar and Paying
Deutsche Bank Trust Company Americas of 60 Wall Street, 24th Floor, MSNYC60-2405,
Agent for DTC:
New York, New York 10005, United States of America
Dealers:
The Issuer may from time to time issue Securities to one or more of Deutsche Bank
Aktiengesellschaft, Deutsche Bank AG, London Branch, Deutsche Bank Securities Inc.,
Deutsche Bank AG, Hong Kong Branch, Deutsche Bank AG, Singapore Branch, in each
case acting as a Dealer and/or to any other Dealer appointed from time to time in
accordance with the Dealer Agreement dated 31 August 2022 which appointment may be
for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers").
Risk Factors:
Prospective purchasers should ensure to carefully read and consider the risks relating to
the Issuer and the risks relating to the Securities set out in "Risk Factors" below.
Prospective purchasers should consult their own financial and legal advisers about risks
associated with investment in any Securities and the suitability of investing in any
Securities in light of their particular circumstances.
Status of Securities:
In case of Securities the ranking of which is specified in the Pricing Supplement of the
Securities as preferred, such Securities constitute unsecured and unsubordinated preferred
liabilities of the Issuer ranking pari passu among themselves and pari passu with all other
unsecured and unsubordinated preferred liabilities of the Issuer, subject, however, to
statutory priorities conferred to certain unsecured and unsubordinated preferred liabilities
in the event of Resolution Measures imposed on the Issuer or in the event of the
dissolution, liquidation, insolvency, composition or other proceedings for the avoidance
of insolvency of, or against, the Issuer.
In accordance with § 46f(5) of the German Banking Act (Kreditwesengesetz, "KWG"),
the obligations under such Securities rank in priority of those under debt instruments of
the Issuer within the meaning of Section 46f(6) sentence 1 KWG (also in conjunction with
§ 46f(9) KWG) or any successor provision, including eligible liabilities within the
meaning of Articles 72a and 72b(2) of The Capital Requirements Regulation (EU) No.
575/2013 ("CRR").
In case of Securities the ranking of which is specified in the Pricing Supplement of the
Securities as non-preferred, such Securities constitute unsecured and unsubordinated non-
preferred liabilities of the Issuer ranking pari passu among themselves and pari passu with
all other unsecured and unsubordinated non-preferred liabilities of the Issuer. This is
subject to statutory priorities conferred to certain unsecured and unsubordinated non-
preferred liabilities in the event of Resolution Measures imposed on the Issuer or in the
event of the dissolution, liquidation, Insolvency, composition or other proceedings for the
avoidance of insolvency of, or against, the Issuer.
In accordance with § 46f(5) KWG, in the event of resolution measures being imposed on
the Issuer or in the event of the dissolution, liquidation, insolvency, composition or other
proceedings for the avoidance of insolvency of, or against the Issuer, the obligations under
such Securities shall rank behind the claims of unsubordinated creditors of the Issuer not
qualifying as obligations within the meaning of § 46f(6) sentence 1 KWG (also in
conjunction with § 46f(9) KWG) or any successor provision; this includes eligible
liabilities within the meaning of Article 72b(2) CRR where point (d) of such Article does
8

not apply. In any such event, no amounts shall be payable in respect of the Securities until
the claims of such other unsubordinated creditors of the Issuer have been satisfied in full.
Selling Restrictions:
Restrictions apply to offers, sales or transfers of the Securities in various jurisdictions and
any person who purchases Securities at any time is required to make, or is deemed to have
made, certain agreements and representations as a condition to purchasing such Securities
or any legal or beneficial interest therein. See ""General Selling and Transfer Restrictions"
in Section IX.B below. In all jurisdictions offers, sales or transfers may only be effected
to the extent lawful in the relevant jurisdiction
Listing and Admission to
The Securities may be unlisted or may be listed on the Official List and admitted to trading
Trading:
on the Luxembourg Stock Exchange's Euro MTF.
No Securities will be listed or admitted to trading on a regulated market (for the purposes
of MiFID II) in the European Economic Area or regulated market (for the purposes of UK
MiFIR) the United Kingdom.
Rating:
Securities may be rated or unrated. A security rating is not a recommendation to buy, sell
or hold Securities and may be subject to suspension, change or withdrawal at any time by
the assigning rating agency.
Method of Issue:
The Securities will be issued in Series. Each Series may be issued in Tranches having the
same terms as other Securities of such series other than the issue date and the issue price.
Form of Securities:
The Securities will be issued in either bearer form (Bearer Securities) without interest
coupons attached or, registered form (Registered Securities) without interest coupons
attached. Bearer Securities will be issued outside the United States in reliance on
Regulation S under the Securities Act and Registered Securities will be issued both outside
the United States in reliance on the exemption from registration provided by Regulation S
and within the United States pursuant to the exemption from registration under Rule 144A.
Securities may be exchangeable for definitive Securities in the limited circumstances
specified in the relevant Global Security.
Bearer Securities
Any Bearer Securities will be initially issued in the form of either a Temporary Global
Bearer Security without interest coupons or, if so specified in the applicable Pricing
Supplement, a Permanent Bearer Global Security without interest coupons which, in either
case, will be delivered on or prior to the original issue date to Clearstream Frankfurt or a
common depositary for Euroclear and Clearstream, Luxembourg.
Registered Securities
Any Registered Securities offered and sold in reliance on Regulation S, which will be sold
to non-U.S. persons outside the United States, will initially be represented by a Regulation
S Global Security.
Any Registered Securities sold to QIBs will be represented by a Rule 144A Global
Security.
Securities may be issued pursuant to both a Regulation S Global Security and a Rule 144A
Global Security.
Registered Global Securities will either be (i) deposited with a common depositary for
Euroclear and Clearstream, Luxembourg, and registered in the name of the common
nominee for the Common Depositary of, Euroclear and Clearstream, Luxembourg, as
specified in the applicable Pricing Supplement or (ii) deposited with a custodian for, and
registered in the name of a nominee of, the DTC.
Restrictions on the free
The Securities have not been and will not be registered under the Securities Act and trading
transferability of the
in the Securities has not been approved by the CFTC under the Commodity Exchange Act.
Securities:
Any offer or sale of the Securities must be made in a transaction exempt from or not subject
to the registration requirements of the Securities Act. The Securities, or any interests
therein, may not be offered or sold except to, or for the account or benefit of, (i) persons
reasonably believed by the U.S. Selling Agent to be QIBs as defined in Rule 144A in
9

reliance on Rule 144A under the Securities Act or (ii) non-U.S. persons located outside
the United States in reliance on Regulation S under the Securities Act. For a description
of certain restrictions on the sale and transfer of the Securities, please refer to the "General
Selling and Transfer Restrictions", in Section IX.B of this Offering Circular
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 or a Series of Securities is freely transferable in
accordance with applicable law and any rules and procedures for the time being of any
Clearing Systems through whose books such Security is transferred.
Currency of the Securities
The Securities may be denominated in such currency as specified in the relevant Pricing
of Issue:
Supplement, subject to compliance with applicable legal and/or regulatory and/or central
bank requirements.
Maturity:
Such maturity as specified in the relevant Pricing Supplement, subject, in relation to
specific currencies, to compliance with applicable legal and/or regulatory and/or central
bank requirements.
Issuer Call:
The Pricing Supplement may specify that the Issuer has the right to redeem the Securities
earlier than the scheduled maturity date on giving notice to the Securityholders on not less
than the number of Business Days' notice as specified in the relevant Pricing Supplement.
The Securities shall be redeemed on such early redemption date and the Securityholders
shall receive an amount on early redemption of the Securities calculated in accordance
with the relevant Product Conditions.
Redemption:
The relevant Pricing Supplement may specify the date of redemption of Securities (or that
the Securities may be redeemed at such other time or on such event as specified in the
relevant Pricing Supplement) and the amount payable or asset(s) deliverable on
redemption, which may be linked to the performance of one or more Reference Entities
and/or Reference Items.

The relevant Pricing Supplement may specify that the Securities shall be redeemed earlier
than the scheduled maturity date pursuant to the exercise of a call option by the Issuer (see
"Issuer Call" above).

Securities may also be redeemed at the option of the Issuer following the occurrence of an
Illegality or Force Majeure Event (see "Illegality or Force Majeure Event" below).

Securities may also be redeemed earlier than the scheduled maturity date following the
occurrence of certain events in accordance with the relevant Product Conditions and/or as
specified in the relevant Pricing Supplement.
Substitution of Issuer:
The Issuer may, at any time, without the consent of the Securityholders opt to be replaced
as principal obligor by a Substitute which is either a subsidiary or Affiliate of the Issuer
provided that (a) the Substitute's obligations are guaranteed by Deutsche Bank AG (unless
Deutsche Bank AG itself is the Substitute), (b) all actions, conditions and tasks required
to be taken, fulfilled and completed (including the obtaining of any necessary consents) to
ensure that the Securities represent legal, valid and binding obligations of the Substitute
have been taken, fulfilled and completed and are in full force and effect, and (c) the Issuer
shall have given at least 30 days' prior notice of the date of such substitution to the
Securityholders in accordance with Product Condition 12.
Merger Event
The Securities (other than FTD Securities) may be redeemed early if the Issuer
Redemption:
consolidates, amalgamates with, or merges into, or transfers all or substantially all of its

assets to, a Reference Entity or vice versa, as applicable, or the Issuer and a Reference
Entity become Affiliates. In such circumstances, each Security will be redeemed by the
Issuer at the Redemption Amount (if any) as set out in Product Condition 5.10 together
with any Coupon Amount accrued as provided in Product Condition 4.8 on the day falling
10