Obbligazione Deutsch Bank AG 10% ( DE000A30VT97 ) in EUR

Deutsch Bank AG

111.18 EUR ▼

Germania

DE000A30VT97 ( in EUR )

10% per anno ( pagato 1 volta l'anno)

perpetue

Prospetto opuscolo dell'obbligazione Deutsche Bank AG DE000A30VT97 en EUR 10%, scadenza perpetue

1 250 000 000 EUR

30/04/2026 ( In 177 giorni )

Deutsche Bank AG è una delle maggiori banche tedesche, attiva a livello globale nei servizi finanziari, tra cui la gestione patrimoniale, l'investment banking e il credito commerciale.

The Obbligazione issued by Deutsch Bank AG ( Germany ) , in EUR, with the ISIN code DE000A30VT97, pays a coupon of 10% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is perpetue

PROSPECTUS
dated 10 November 2022
Deutsche Bank Aktiengesellschaft
(Frankfurt am Main, Germany)
EUR 1,250,000,000 Undated Non-Cumulative Fixed to Reset Rate Additional Tier 1 Notes of 2022
ISIN DE000A30VT97, Common Code 254143154, WKN A30VT9
Issue Price: 100.113 per cent.
This prospectus (the "Prospectus") relates to the issue of Undated Non-Cumulative Fixed to Reset Rate Additional Tier 1 Notes (the "Notes") in an
aggregate nominal amount of EUR 1,250,000,000 (the "Aggregate Nominal Amount") in the denomination of EUR 200,000 each (the "Initial Nominal
Amount"), to be issued by Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Germany (the "Issuer", "Deutsche Bank" or the "Bank" and together with
its subsidiaries, the "Deutsche Bank Group" or the "Group") on or about 14 November 2022 (the "Issue Date"). The issue price of the Notes is 100.113 per
cent. of the Aggregate Nominal Amount (the "Issue Price").
The Notes will bear interest on their Prevailing Nominal Amount (as defined below) from and including the Issue Date to but excluding 30 April 2028, being
the "First Reset Date" of the Notes, at a fixed rate of 10.00 per cent. per annum. Thereafter, and unless previously redeemed, the applicable Rate of Interest
(as defined in the terms and conditions of the Notes (the "Terms and Conditions of the Notes")) will be reset at five year intervals on the basis of the then
prevailing 5-year swap rate for euro swap transactions plus the initial credit spread of 6.94 per cent. per annum. Interest shall be payable annually in arrear on
30 April of each year (each an "Interest Payment Date"). The first Interest Payment Date is 30 April 2023 (short first interest period).
Payments of interest (each an "Interest Payment") are subject to cancellation, in whole or in part, and, if cancel ed, are non-cumulative and Interest
Payments in following years will not increase to compensate for any shortfall in Interest Payments in any previous year.
"Prevailing Nominal Amount" means, with respect to any Note: (i) at the date of the issue, the Initial Nominal Amount of such Note and (ii) thereafter, the
then outstanding nominal amount of such Note as reduced by any write-downs to the extent not made up for by write-ups (subject to limitations and
conditions as provided for in the Terms and Conditions of the Notes). In addition, if the relevant resolution authority were to exercise any write-down and
conversion powers, either the then outstanding nominal amount of the Notes will be (permanently) written down or the Notes wil be converted to common
equity tier 1 instruments.
The Notes do not have a maturity date. The Notes are redeemable by Deutsche Bank, subject to the prior approval of the competent authority, on each
Business Day (as defined in the Terms and Conditions of the Notes) during the period from 30 November 2027 (inclusive) to the First Reset Date (inclusive)
and after the First Reset Date, on each Business Day falling in a period from 30 October (inclusive) immediately before each Interest Payment Date to such
Interest Payment Date (inclusive) (subject to any write-downs having been fully written up) or in other limited circumstances and, in each case, subject to
limitations and conditions as described in the Terms and Condition of the Notes. The redemption amount for each Note will be its Prevailing Nominal Amount.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to admit the Notes to trading on the regulated market
"Bourse de Luxembourg" of the Luxembourg Stock Exchange, which is 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 (as amended) ("MiFID I ").
This document constitutes a simplified prospectus in respect of the Notes in accordance with (i) Articles 6 and 14(1)(b) 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 (the "Prospectus Regulation"), and (ii) Article 16 of the Commission Delegated Regulation (EU)
2019/980.
This Prospectus was approved on 10 November 2022 (the "Date of Approval") by the Commission de Surveillance du Secteur Financier (the "CSSF") of the
Grand Duchy of Luxembourg in its capacity as competent authority for purposes of the approval of the Prospectus under the Prospectus Regulation. The
CSSF only approves this Prospectus 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 Notes that are the subject of this
Prospectus. In accordance with Article 6(4) of the Luxembourg Law of 16 July 209 on Prospectuses for Securities (loi du 16 juillet 2019 relative aux
prospectus pour valeurs mobilières; the "Luxembourg Prospectus Act"), by approving this Prospectus, the CSSF assumes no responsibility for
the economic or financial soundness of the transactions contemplated by this Prospectus or the quality and solvency of the Issuer. Investors
should make their own assessment as to the suitability of investing in the Notes.
The Notes have not been and wil not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may be offered
and sold only outside the United States of America to Non-U.S. Persons in Offshore Transactions in reliance on Regulation S under the Securities
Act. The Notes are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to
retail clients in the European Economic Area ("EEA"), the United Kingdom ("UK") or in any other jurisdiction. Prospective investors are referred to
the section headed "Important Notices" of this Prospectus for further information.
Singapore Securities and Futures Act Product Classification Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of
Singapore, as modified or amended from time to time (the "SFA") The Notes are (i) prescribed capital markets products (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018 of Singapore) and (ii) Excluded Investment Products (as defined in MAS Notice SFA 04-N12:
Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
This Prospectus wil be valid for a period of twelve months from its Date of Approval, i.e. until 10 November 2023. In case of a significant new
factor, material mistake or material inaccuracy relating to the information included in this Prospectus which may affect the assessment of the
Notes and which arises or is noted between the time when this Prospectus is approved and the time when trading of the Notes begins on the
regulated market "Bourse de Luxembourg" of the Luxembourg Stock Exchange, the Issuer wil prepare and publish a supplement to this
Prospectus without undue delay in accordance with Article 23 of the Prospectus Regulation. The obligation to supplement this Prospectus in the
event of a significant new factor, material mistake or material inaccuracy shal not apply once trading of the Notes on the regulated market of the
Luxembourg Stock Exchange has begun or this Prospectus is no longer valid, whichever occurs earlier.

Bookrunner and Lead Manager

DEUTSCHE BANK

Co-Lead Managers

Alpha Bank
Banco Sabadel
Credit Suisse
EUROBANK SA
La Banque Postale
Lloyds Bank Corporate Markets
Wertpapierhandelsbank
Rabobank
Santander Corporate & Investment
UBS Investment Bank
Banking

Unicaja Banco

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This Prospectus, any document incorporated by reference in this Prospectus and any supplement relating to information contained in this Prospectus are
available in electronic form on the website of the Luxembourg Stock Exchange (ht ps:/ www.bourse.lu) and on the website of the Issuer (www.db.com under
"Investor Relations", "Creditor Information", "Prospectuses") 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 Prospectus), forms part
of this Prospectus or has been scrutinised or approved by the CSSF.

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IMPORTANT NOTICE
The Issuer accepts responsibility for the information contained in this Prospectus and hereby declares that, having taken al
reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in
accordance with the facts and does not omit anything likely to affect its import. Neither Deutsche Bank Aktiengesellschaft, acting as
bookrunner and lead manager, nor ALPHA Bank S.A., Banco de Sabadell S.A., Banco Santander S.A., Coöperatieve Rabobank
U.A., Credit Suisse Bank (Europe), S.A., EUROBANK SA, La Banque Postale, Lloyds Bank Corporate Markets
Wertpapierhandelsbank GmbH, UBS AG London Branch, or Unicaja Banco SA as co-lead managers (jointly the "Lead Managers"
or the "Managers") have independently verified the information in this Prospectus. Accordingly, no representation, warranty or
undertaking (express or implied) is made and no responsibility is accepted by the Managers (other than the Issuer) as to the
accuracy or completeness of the information contained or incorporated by reference in this Prospectus. The Managers (other than
the Issuer) do not accept any liability in relation to the information contained or incorporated by reference in this Prospectus.
This Prospectus should be read and understood in conjunction with any document incorporated by reference in this Prospectus
(see the section "Documents Incorporated by Reference" in this Prospectus) and any supplement relating to information contained
in this Prospectus. Full information on the Issuer is only available based on the combination of the information contained in this
Prospectus, any document incorporated by reference in this Prospectus and any supplement relating to information contained in
this Prospectus.
No person is or has been authorised to give any information or to make any representations, other than those contained in this
Prospectus, in connection with the issue and sale of the Notes and, if given or made, such information or representations must not
be relied upon as having been authorised by the Issuer, the Managers, the Paying Agent, the Calculation Agent or any of their
respective affiliates or advisors. Neither the delivery of this Prospectus nor any sale, allotment or solicitation made hereunder or
otherwise in connection with the offering of the Notes shall, under any circumstances, create any implication or constitute a
representation that the information herein is correct as of any time subsequent to the date hereof.
Neither this Prospectus nor any other information supplied in connection with the Notes (i) is intended to provide the basis of any
credit or other evaluation or (i ) should be considered as a recommendation by the Issuer or the Managers that any recipient of this
Prospectus or any recipient of any other information supplied in connection with the Notes should purchase Notes. Each investor
contemplating purchasing Notes should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in connection with the
Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the Managers to subscribe for or to purchase Notes.
Investing in the Notes involves certain risks. For a discussion of certain significant factors affecting investments in the Notes, see
"Risk Factors". The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine
the suitability and appropriateness of that investment in light of its own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in
the Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation,
an investment in the Notes and the impact the Notes will have on its overall investment portfolio;
(iii)
have suf icient financial resources and liquidity to bear all of the risks of an investment in the Notes;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial
markets;
(v)
know, that it may not be possible to dispose of the Notes for a substantial period of time, if at al ;
(vi)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and
other factors that may affect its investment and its ability to bear the applicable risks;
(vii) be able to understand the accounting, legal, regulatory and tax implications of a purchase, holding and disposal of the
Notes.
During the life of the Notes, the risk factors specified in section "Risk Factors" below may impact the Notes at different points in time
and for different lengths of time. The Notes may have a risk profile that changes over time. Prospective investors should seek
advice from a professional financial adviser in order to further discuss and understand how the risk profile of the Notes will af ect
their overall investment portfolio. More than one risk factor may have simultaneous effect with regard to the Notes such that the
effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which
may not be predictable. No assurance can be given as to the ef ect that any combination of the risk factors set out in section "Risk
Factors" may have on the value of the Notes. If one or more of the risks described below occurs, this may result in material
decreases in the price of the Notes or, in the worst-case scenario, in a total loss of interest and the capital invested by the investor.
This Prospectus reflects the status as of the Date of Approval. Neither the delivery of this Prospectus nor the offering, sale or
delivery of Notes 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
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Issuer since such date or that any other information 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.
This Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Issuer or the Managers or any
affiliate of any of them to subscribe for or purchase, any Notes in any jurisdiction by any person to whom it is unlawful to make such
an offer, invitation or solicitation in such jurisdiction. Applicable law in certain jurisdictions may restrict the distribution of this
Prospectus and the offering or sale of the Notes. The Issuer and the Managers require al recipients of this Prospectus to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers and sales of Notes and
distribution of this Prospectus as a whole, see "Subscription and Sale of the Notes" below.
If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Managers or any parent company or
affiliate of the Managers is a licensed broker or dealer in that jurisdiction and so agrees, the offering shall be deemed to be made
by the Managers or such parent company or affiliate on behalf of the Issuer in such jurisdiction.
Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other regulatory
authority, has approved or disapproved of the Notes; nor have any of the foregoing authorities passed upon or endorsed
the merits of this offering or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal
offense.
In particular, the Notes 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 ("Regulation S"), (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").
The Notes 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 Notes has not been approved by the CFTC pursuant to the
Commodity Exchange Act.
The language of this Prospectus is English. However, the German language version of the Terms and Conditions of the Notes shal
be controlling and binding. An English language translation of the Terms and Conditions of the Notes is set out next to the German
language version.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Notes 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 (EU) 2016/97 (as amended),
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. Consequently, no key information document required by
Regulation (EU) No. 1286/2014 (the "PRI Ps Regulation") for of ering or selling the Notes or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS
The Notes 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 UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law of the UK by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services
and Markets Authority ("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 of the UK by virtue of the EUWA; (i i) not a qualified investor as defined in Article 2 of Regulation (EU)
No. 2017/1129 as it forms part of domestic law of the UK by virtue of the EUWA. Consequently no key information document
required by Regulation (EU) No. 1286/2014 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE
Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has
led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined
in MiFID II; and (ii) al channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and
determining appropriate distribution channels.
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UK MIFIR PRODUCT GOVERNANCE
Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has
led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook
Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (i ) all channels for distribution of the Notes
to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the manufacturer's 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 Notes (by either adopting or refining the
manufacturer's target market assessment) and determining appropriate distribution channels.
RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS
The Notes issued pursuant to this Prospectus are complex financial instruments and are not a suitable or appropriate investment
for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect
to the offer or sale of securities such as the Notes to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product Intervention (Contingent
Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the "PI Instrument").
In addition, (i) on 1 January 2018, the PRIIPs Regulation became directly applicable in the EEA and (i ) MiFID II was required to be
implemented in EEA member states by 3 January 2018. Together, the PI Instrument, COBS, MiFID II, the PRIIPs Regulation,
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"),
Regulation (EU) No 2017/565 as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018
("UK Delegated Regulation"), and the UK PRIIPs Regulation are referred to as the "Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial instruments and the (ii)
offering, sale and distribution of packaged retail and insurance-based investment products and certain contingent write-down or
convertible securities such as the Notes. The Managers are required to comply with some or all of the Regulations. Potential
investors in the Notes should inform themselves of, and comply with, any applicable laws, regulations or regulatory guidance with
respect to any resale of the Notes (or any beneficial interests therein), including the Regulations. By purchasing, or making or
accepting an offer to purchase any Notes (or a beneficial interest in the Notes) from the Issuer and/or the Managers each
prospective investor represents, warrants, agrees with and undertakes to the Issuer and each of the Managers that:
(1)
(A)
it is not a retail client (as defined in MiFID II, UK Delegated Regulation or COBS); and

(B)
it is not a customer within the meaning of Directive (EU) 2016/97 (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;
(2)
whether or not it is subject to the Regulations, it will not:

(A)
sell or offer the Notes (or any beneficial interest therein) to retail clients (as defined in MiFID II, UK Delegated
Regulation or COBS); or

(B)
communicate (including the distribution of the Prospectus) or approve an invitation or inducement to participate in,
acquire or underwrite the Notes (or any beneficial interests therein) where that invitation or inducement is addressed
to or disseminated in such a way that it is likely to be received by a retail client (in each case within the meaning of
the Regulations);

and in selling or offering the Notes or making or approving communications relating to the Notes it may not rely on the
limited exemptions set out in COBS;
(3)
if it is a person in Hong Kong, it is a 'professional investor' as defined in the Securities and Futures Ordinance (Cap. 571) of
Hong Kong (the "SFO") and any rules made under the SFO; and
(4)
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA or
the UK) relating to the promotion, offering, distribution and/or sale of the Notes (or any beneficial interests therein), including
(without limitation) MiFID II, UK Delegated Regulation or the UK FCA Handbook and any other such laws, regulations and
regulatory guidance as to determining the appropriateness and/or suitability of an investment in the Notes (or any beneficial
interests therein) by investors in any relevant jurisdiction.
Each prospective investor further acknowledges that:
(1)
the identified target market for the Notes (for the purposes of the product governance obligations in MiFID II or UK
Delegated Regulation), taking into account the five categories referred to in item 18 of the Guidelines published by the
European Securities and Markets Authority ("ESMA") on 5 February 2018, is eligible counterparties and professional clients
only;
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(2)
no key information document (KID) under the PRIIPs Regulation has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation;
and
(3)
no key information document (KID) under the UK PRIIPs Regulation has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase,
any Notes (or any beneficial interests therein) from the Issuer and/or the Managers the foregoing representations, warranties,
agreements and undertakings will be given by and be binding upon both the agent and its underlying client.
BENCHMARKS DISCLOSURE STATEMENT ON REGISTRATION OF BENCHMARK
ADMINISTRATOR
Amounts payable under the Notes are calculated by reference to the 5 year swap rate for euro swap transactions, expressed as an
annual rate, which is provided by ICE Benchmark Administration Limited (the "Administrator"). As at the date of this Prospectus,
the Administrator does not appear on the register of administrators and benchmarks established and maintained by ESMA pursuant
to Article 36 of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). As far as the Issuer is aware, the transitional
provisions in Article 51 of the Benchmarks Regulation apply, such that the 5 year swap rate for euro swap transactions, expressed
as an annual rate, may currently continue to be used without any recognition, endorsement or equivalence).
U.S. INFORMATION
The Notes 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 permit ed 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.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is incorporated as a German stock corporation with limited liability (Aktiengesellschaft). Most of 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 Notes 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 INVESTORS RESIDENT IN NON-COOPERATIVE JURISDICTIONS
The Notes may not be offered, sold or distributed nor may any subsequent resale of Notes be made to any person resident
in any Non-Cooperative Jurisdiction (as defined in the subsection "Selling Restrictions Prohibition of Sales to Investors
Resident in Non-Cooperative Jurisdictions" (currently including American Samoa, Fiji, Guam, Palau, Panama, Samoa,
Trinidad and Tobago, Vanuatu and the U.S. Virgin Islands)).
In case Notes 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 Notes (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
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AKTIENGESELLSCHAFT (THE "STABILISING
MANAGER") (OR PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A
VIEW TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABLISING MANAGER (OR PERSONS ACTING ON ITS
BEHALF) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AT ANY TIME
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS
MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30
CALENDAR DAYS AFTER THE ISSUE DATE AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
NOTES. ANY SUCH STABILISATION ACTION SHALL BE CONDUCTED IN COMPLIANCE WITH ALL LAWS, DIRECTIVES,
REGULATIONS AND RULES OF ANY RELEVANT JURISDICTION.
CERTAIN DEFINED TERMS AND CONVENTIONS
Capitalised terms which are used but not defined in any particular section of this Prospectus will have the meaning attributed to
them in the section entitled "Terms and Conditions of the Notes", as applicable, or any other section of this Prospectus.
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In addition, the following terms as used in this Prospectus have the fol owing meanings: al references to "" or "EUR" are to euro.
7

TABLE OF CONTENTS
IMPORTANT NOTICE .............................................................................................................................................................. 3
RISK FACTORS ....................................................................................................................................................................... 9
OVERVIEW OF THE NOTES ................................................................................................................................................. 26
ESTIMATED NET PROCEEDS AND USE OF PROCEEDS .................................................................................................. 32
TERMS AND CONDITIONS OF THE NOTES ........................................................................................................................ 33
AVAILABLE DISTRIBUTABLE ITEMS AND RISK AND CAPITAL PERFORMANCE OF THE BANK .................................... 63
DESCRIPTION OF THE ISSUER ........................................................................................................................................... 66
TAXATION .............................................................................................................................................................................. 68
SUBSCRIPTION AND SALE OF THE NOTES ....................................................................................................................... 72
GENERAL INFORMATION ..................................................................................................................................................... 77
DOCUMENTS INCORPORATED BY REFERENCE .............................................................................................................. 79
NAMES AND ADDRESSES .................................................................................................................................................... 82

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RISK FACTORS
Potential investors should carefully review and consider the risk factors (the "Risk Factors") set out below in the subsections
"Risk Factors in Respect of the Issuer" and "Risk Factors in Respect of the Notes", the other information contained in this
Prospectus or any supplement to this Prospectus (including any document incorporated by reference) and should read the
detailed information set out elsewhere in this Prospectus and should consult with their own professional advisers (including
their financial, accounting, legal and tax advisers) and reach their own views prior to making any investment decision.
The Issuer believes that the Risk Factors described below represent the specific risks inherent in investing in the Notes but the
inability of the Issuer to pay principal, interest or other amounts or perform its obligations in connection with any Notes may
occur or arise for other reasons and there may be other factors which are material to the risks associated with the Notes.
Risk Factors in Respect of the Issuer
The specific risks with regard to Deutsche Bank that may af ect its ability to meet its obligations under the Notes are contained
in the section "Risk Factors" set out on pages 4 to 43 of the Third Supplement to the Registration Document.
The information set out above is incorporated by reference in, and forms part of, this Prospectus (see the section "Documents
Incorporated by Reference" in this Prospectus).
Risk Factors in Respect of the Notes
The Risk Factors relating to the Notes are presented according to their nature in the following five categories:
1.
Risks Relating to the Regulatory Classification of Notes;
2.
Risks Relating to the Interest and Redemption Structure of the Notes;
3.
Risks Relating to Certain Other Features of the Notes;
4.
Risks Relating to the Taxation of the Notes; and
5.
Other Related Risks.
Within these five different categories, each individual Risk Factor has been indicated by a title (in bold italic font). Where a
Risk Factor may be categorised in more than one category, such Risk Factor appears only once and in the most relevant
category for such Risk Factor. The most material risk in a category is presented first under that category. The assessment of
materiality was based on the probability of occurrence and expected magnitude of negative impact. Subsequent Risk Factors
in the same category are not ranked in order of materiality of occurrence.
1.
Risks Relating to the Regulatory Classification of Notes
The redemption amount and the nominal amount of the Notes will be reduced under the Terms and
Conditions of the Notes upon the occurrence of a Trigger Event, which may result in lower Interest
Payments as well as lower payment of principal upon redemption of the Notes. If the redemption
amount and the nominal amount of the Notes is reduced to zero, this may result in a full loss of the
money invested in the Notes. Any indication that the Issuer's Common Equity Tier 1 Ratio is moving
towards the level of a Trigger Event may have a significant adverse effect on the market price of the
Notes.
Under the Terms and Conditions of the Notes, the nominal amount of the Notes is subject to a write-down ("Write-down") if the
Issuer's common equity tier 1 capital ratio pursuant to Article 92(2)(a) of Regulation (EU) No. 575/2013, as supplemented or
amended from time to time (Capital Requirements Regulation, "CRR"), determined on a consolidated basis (the "Common
Equity Tier 1 Capital Ratio") falls below 5.125% (the "Trigger Event"). A Trigger Event may be determined at any time and
may occur on more than one occasion. The occurrence of a Trigger Event and therefore a Write-down is inherently
unpredictable and depends on a number of factors, any of which may be outside the control of the Issuer.
In case of a Write-down and with effect from the beginning of the interest period in which such Write-down occurs, Interest
Payments will be calculated on the basis of the reduced nominal amount of the Notes and thus not accrue in ful . In such event,
Holders would receive no, or reduced, Interest Payments on the relevant Interest Payment Date.
"Interest Payment Date" means 30 April in each year.

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"Interest Payments" means any payments of interest in respect of the Notes.
Upon the occurrence of a Trigger Event, a write-down shall be effected pro rata with all of the Issuer's other Additional Tier 1
instruments ("AT1 Instruments") within the meaning of the CRR the terms of which provide for a write-down (whether
permanent or temporary) or a conversion into common equity tier 1 ("CET1") instruments upon the occurrence of the Trigger
Event. For such purpose, the total amount of the write-downs and conversions to be allocated pro rata shall be equal to the
amount required to restore fully the Common Equity Tier 1 Capital Ratio of the Issuer to the Minimum CET1 Ratio but shall not
exceed the sum of the nominal amounts of the relevant instruments outstanding at the time of occurrence of the Trigger Event.
Such Write-down could also negatively affect the size of the redemption amount payable on the Notes as the Terms and
Conditions of the Notes stipulate that the Issuer has the right to call the Notes for redemption for certain tax or regulatory
reasons even if the redemption amount payable on the Notes has been and continues to be reduced due to such Write-down.
The amount to be repaid under the Notes, if any, may thus be substantially lower than the initial nominal amount of the Notes,
and may also be reduced to zero which would result in a full loss of all money invested in the Notes. In addition, any such
Write-down will not constitute an event of default with respect to the Notes.
Therefore, as any event which could result in a Write-down of the redemption amount and the nominal amount of the Notes
may adversely affect the market value of the Notes and reduce the liquidity of the Notes, the market price of the Notes is
expected to be affected by changes in the Common Equity Tier 1 Capital Ratio of the Issuer. Such changes may be caused by
changes in the amount of CET1 capital and/or risk weighted assets (each of which shall be calculated by the Issuer on a fully
loaded and consolidated basis), as well as changes to their definition and interpretation under the applicable regulations. Any
indication that the Common Equity Tier 1 Capital Ratio of the Issuer is moving towards the level of a Trigger Event may have
an adverse effect on the market price of the Notes. A decline or perceived decline in the Common Equity Tier 1 Capital Ratio
may significantly adversely affect the trading price of the Notes.
The Issuer's current and future outstanding junior instruments might not include write-down or similar features with triggers
comparable to those of the Notes. As a result, it is possible that the Notes will be subject to a Write-down, while other junior
instruments remain outstanding and continue to receive payments.
Following a Write-down of the redemption amount and the nominal amount in accordance with the Terms and Conditions of the
Notes described above, the Issuer will, subject to certain limitations set out in the Terms and Conditions of the Notes, be
entitled (but not obliged) to effect, in its sole discretion an increase of the redemption amount and thereby the nominal amount
of the Notes up to their initial nominal amount (a "Write-up"). However, there can be no assurance that the Issuer will at any
time have the ability and be willing to ef ect such Write-up.
The Notes may be written down (without prospect of a potential Write-up in accordance with the
Terms and Conditions of the Notes) or converted into equity, and the terms of the Notes may be
varied to the detriment of the Holders, by the competent authority.
In addition to being subject to a possible Write-down upon the occurrence of a Trigger Event in accordance with the Terms and
Conditions of the Notes, the Notes may also be subject to a permanent write-down or conversion into ordinary shares or other
instruments of ownership (in whole or in part) and/or to other resolution measures, in particular in circumstances where the
competent authorities have determined that the Issuer has reached the point of non-viability and the competent resolution
authority has taken the decision to apply these measures to the Issuer.
On 15 May 2014, the European Parliament and the Council of the European Union adopted Directive 2014/59/EU establishing
a framework for the recovery and resolution of credit institutions and investment firms, as amended by Directive (EU) 2019/879
of the European Parliament and of the Council of 20 May 2019 amending Directive 2014/59/EU as regards the loss-absorbing
and recapitalisation capacity of credit institutions and investment firms and Directive 98/26/EC (the "BRRD I "), which was
transposed into German law in the German Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz "SAG"). For
banks established in the eurozone, such as the Issuer, which are supervised within the framework of the Single Supervisory
Mechanism (the "SSM"), Regulation (EU) No 806/2014, as amended by Regulation (EU) 2019/877 of the European Parliament
and of the Council of 20 May 2019 amending Regulation (EU) No 806/2014 as regards the loss-absorbing and recapitalisation
capacity of credit institutions and investment firms (the "SRM Regulation II") provides for a coherent application of the
resolution rules across the SSM under responsibility of the European Single Resolution Board (referred to as the "Single
Resolution Mechanism" or the "SRM"). Under the SRM, the Single Resolution Board ("SRB") is responsible for adopting
resolution decisions in close cooperation with the European Central Bank ("ECB"), the European Commission, and national
resolution authorities in the event that a significant bank directly supervised by the ECB, such as the Issuer, is failing or likely to
fail and certain other conditions are met. National resolution authorities in the European Union member states concerned would
implement such resolution decisions adopted by the SRB in accordance with the powers conferred on them under national law
transposing the BRRD II. Due to their expected qualification as AT1 Instruments, the Notes are 'relevant capital instruments' as
defined in Article 3(1) no. 51 of SRM Regulation II and § 2(2) SAG which are intended to be recognised for the purposes of
meeting own funds requirements of the Issuer on a consolidated basis. The Notes are therefore in particular subject to the
'write-down and conversion of capital instruments' tool as set out in Article 21 SRM Regulation II and § 89 SAG.
If the competent authority determines that the Issuer is failing or likely to fail and certain other conditions are met (as set forth in
the SRM Regulation II, the SAG and other applicable rules and regulations), the competent resolution authority has the power

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