Obligation Deutsch Bank 5.6% ( XS1216614542 ) en CNY

Deutsch Bank

100.09 % ⇌

Allemagne

XS1216614542 ( en CNY )

5.6% par an ( paiement annuel )

09/04/2025 - Obligation échue

Prospectus brochure de l'obligation Deutsche Bank XS1216614542 en CNY 5.6%, échue

1 000 000 CNY

1 410 000 000 CNY

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 émise par Deutsch Bank ( Allemagne ) , en CNY, avec le code ISIN XS1216614542, paye un coupon de 5.6% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/04/2025

_______________

Prospectus
15 April 2015
_______________
Deutsche Bank Aktiengesellschaft

Issue of CNY 1,410,000,000 Subordinated CNY Fixed to Fixed Reset Notes of
2015/2025 under the Deutsche Bank Aktiengesellschaft EUR 80,000,000,000 Debt
Issuance Programme
Issue Price: 100 per cent.
Issue Date: 10 April 2015
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its
capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for
securities (the "Prospectus Act 2005") which implements Directive 2003/71/EC as amended (which
includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been
implemented in a relevant Member State of the European Economic Area) (the "Prospectus Directive") to
approve this document (the "Prospectus") as a prospectus for the purposes of the Prospectus Directive.
The CSSF assumes no responsibility for the economic and financial soundness of the transaction or the
quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005.
Application has also been made to the Luxembourg Stock Exchange for the admission to trading on the
Luxembourg Stock Exchange's Regulated Market and the listing on the Official List of the Luxembourg
Stock Exchange of Subordinated CNY Fixed to Fixed Reset Notes of 2015/2025 (the "Securities") issued
by Deutsche Bank Aktiengesellschaft (the "Issuer") pursuant to the Deutsche Bank Aktiengesellschaft
EUR 80,000,000,000 Debt Issuance Programme (the "Programme").
The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets
in Financial Instruments Directive (Directive 2004/39/EC).

Sole Lead Manager
Deutsche Bank

IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Prospectus and
to the best of the knowledge and belief of the Issuer (which has taken all reasonable
care to ensure that such is the case), the information contained in this Prospectus is
in accordance with the facts and does not omit anything likely to affect the import of
such information.
This Prospectus is to be read in conjunction with all documents which are
incorporated by reference herein (see "Documents Incorporated by Reference"
below). This Prospectus shall be read and construed on the basis that such
documents are incorporated in, and form part of, this Prospectus.
The only persons authorised to use this Prospectus in connection with an offer of
Securities are the Issuer and the Sole Lead Manager.
No person is or has been authorised by the Issuer to give any information or to make
any representation not contained in or not consistent with this Prospectus or any
other information supplied in connection with the Securities and, if given or made,
such information or representation must not be relied upon as having been
authorised by the Issuer or the Sole Lead Manager.
Neither this Prospectus nor any other information supplied in connection with the
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 the Sole Lead Manager
that any recipient of this Prospectus or any other information supplied in connection
with the Securities should purchase any Securities. Each investor contemplating
purchasing 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 Prospectus nor any other information supplied in connection with the
Securities constitutes an offer or invitation by or on behalf of the Issuer or the Sole
Lead Manager to any person to subscribe for or to purchase any Securities.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any
Securities shall in any circumstances imply that the information contained herein
concerning the Issuer is correct at any time subsequent to the date hereof or that
there has been no adverse change in the financial position of the Issuer since such
date or that any other information supplied in connection with the Securities 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. The Sole Lead Manager
expressly does not undertake to review the financial condition or affairs of the Issuer
during the life of the Securities or to advise any investor in the Securities of any
information coming to its attention.
This Prospectus does not constitute 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 Prospectus and
the offer or sale of Securities may be restricted by law in certain jurisdictions. The
Issuer and the Sole Lead Manager do not represent that this Prospectus 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 Sole Lead Manager which is intended to permit a public offering of any Securities
2

or distribution of this 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 Prospectus nor any advertisement or 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 Prospectus or any Securities may come must inform themselves
about, and observe, any such restrictions on the distribution of this Prospectus and
the offering and sale of Securities. In particular, there are restrictions on the
distribution of this Prospectus and the offer or sale of Securities in the United States,
the European Economic Area (including the United Kingdom, Austria, Belgium,
Denmark, Ireland, France, Italy, Portugal, Spain, Sweden and the Netherlands),
Australia, Singapore, Japan, Hong Kong and Switzerland (see "Transfer and Selling
Restrictions" on pages 890 to 901 (inclusive) of the Base Prospectus (as defined
below) which are incorporated herein by reference. In making an investment decision,
investors must rely on their own examination of the Issuer and the terms of the
Securities, including the merits and risks involved. 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 Prospectus or confirmed the
accuracy or the adequacy of the information contained in this Prospectus. 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, "U.S.
persons" as such term may be defined in Regulation S under the Securities Act, as
amended, or in the Final Exemptive Order Regarding Compliance With Certain Swap
Regulations promulgated by the Commodity Futures Trading Commission, as
amended, modified or supplemented from time to time, pursuant to the United States
Commodity Exchange Act, as amended, unless the Securities are registered under the
Securities Act or an exemption from the registration requirements of the Securities
Act is available.
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 United States.
Commodity Exchange Act, as amended, and trading in the Securities has not been
approved by the Commodity Future Trading Commission pursuant to the United
States Commodity Exchange Act, as amended.
THIS PROSPECTUS MAY NOT 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.
This Prospectus does not constitute 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 the Issuer, the Sole
Lead Manager or either of them that any recipient of this Prospectus should subscribe
for or purchase any Securities. Each recipient of this Prospectus shall be taken to
have made its own appraisal of the condition (financial or otherwise) of the Issuer.
Neither the Sole Lead Manager nor 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.
3

By investing in the Securities each investor represents that:
(a)
Non-Reliance. It is acting for its own account, and it has made its own
independent decisions to invest in the Securities and as to whether the
investment in the Securities is appropriate or proper for it based upon its own
judgement and upon advice from such advisers as it has deemed necessary. It
is not relying on any communication (written or oral) of the Issuer or the Sole
Lead Manager as investment advice or as a recommendation to invest in the
Securities, it being understood that information and explanations related to the
terms and conditions of the Securities shall not be considered to be
investment advice or a recommendation to invest in the Securities. No
communication (written or oral) received from the Issuer or the Sole Lead
Manager shall be deemed to be an assurance or guarantee as to the expected
results of the investment in the Securities.
(b)
Assessment and Understanding. It is capable of assessing the merits of and
understanding (on its own behalf or through independent professional advice),
and understands and accepts the terms and conditions and the risks of the
investment in the Securities. It is also capable of assuming, and assumes, the
risks of the investment in the Securities.
(c)
Status of Parties. Neither the Issuer nor the Sole Lead Manager is acting as a
fiduciary for or adviser to it in respect of the investment in the Securities.
U.S. INFORMATION
The Securities 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.

4

TABLE OF CONTENTS
Important Notices ......................................................................................................................................... 2
Risk Factors .................................................................................................................................................. 6
RISK FACTORS IN RESPECT OF THE ISSUER ............................................................................ 6
RISK FACTORS IN RESPECT OF THE SECURITIES .................................................................... 6
Documents Incorporated by Reference ................................................................................................... 10
Responsibility Statement .......................................................................................................................... 13
Description of the Issuer ........................................................................................................................... 13
Description of the Securities .................................................................................................................... 14
Terms and Conditions .................................................................................................................... 14
Additional information ..................................................................................................................... 42
Documents on Display .............................................................................................................................. 43
General Information ................................................................................................................................... 44
Use of Proceeds ............................................................................................................................. 44
Authorisation ................................................................................................................................... 44
Clearing Systems ........................................................................................................................... 44
Listing and Admission to Trading Information ................................................................................ 44
Statement of no Material Adverse Change ..................................................................................... 44
Significant Change in Financial Position ........................................................................................ 44
Legal and Arbitration Proceedings ................................................................................................. 44
Names and Addresses ............................................................................................................................... 45

5

RISK FACTORS
This section as well as the section "Risk Factors" in the Base Prospectus that is incorporated
herein by reference set out factors that the Issuer believes may affect its ability to fulfil its
obligations under the Securities and/or are material for the purpose of assessing the market risks
associated with investing in the Securities. All these factors are contingencies which may or may
not occur and the Issuer is not in a position to express a view on the likelihood of any such
contingency occurring.
The purchase of Securities involves substantial risks and is suitable only for investors who have
the knowledge and experience in financial and business matters necessary to enable them to
evaluate the risks and the merits of an investment in the Securities. Before making an investment
decision, prospective purchasers of Securities should ensure that they understand the nature of
the Securities and the extent of their exposure to risks and that they consider carefully, in the light
of their own financial circumstances, financial condition and investment objectives, all the
information set forth in the Base Prospectus (including "Risk Factors" therein) and this Prospectus.
RISK FACTORS IN RESPECT OF THE ISSUER
An investment in the Notes bears the risk that Deutsche Bank is not able to fulfil its obligations created by
the issuance of the Securities on the relevant due date. Thus investors may lose all or part of their
investment. Further Issuer specific risk factors are set out in sub-section "Risk Factors in Respect of the
Issuer" of the Base Prospectus which is incorporated by reference in, and forms part of, this Prospectus
(see section "Documents incorporated by reference" on page 10 et seq. of this Prospectus).
RISK FACTORS IN RESPECT OF THE SECURITIES
No rating
Investors should note that no specific rating for the Securities has been applied for or sought.
Renminbi denominated Securities
Renminbi ("CNY" or "RMB") is not freely convertible; there are significant restrictions on remittance of RMB
into and outside the People's Republic of China (the "PRC")
Renminbi is not freely convertible at present. This may adversely affect the liquidity of the RMB
denominated Securities ("RMB Securities"); the availability of RMB funds for servicing the RMB Securities
may be subject to future limitations imposed by the PRC government.
The PRC government continues to regulate conversion between Renminbi and foreign currencies,
including the euro, despite the significant reduction over the years by the PRC government of control over
routine foreign exchange transactions under current accounts. Currently participating banks in Singapore,
Hong Kong, Macau and Taiwan have been permitted to engage in the settlement of RMB trade
transactions. This represents a current account activity.
On 7 April 2011, the State Administration of Foreign Exchange of the PRC () ("SAFE")
promulgated the Circular on Issues Concerning the Capital Account Items in connection with Cross-Border
Renminbi () (the "SAFE
Circular"), which became effective on 1 May 2011. According to the SAFE Circular, in the event that
foreign investors intend to use Renminbi (including offshore Renminbi and onshore Renminbi held in the
accounts of non-PRC residents) to make a contribution to an onshore enterprise or make a payment for the
transfer of an equity interest of an onshore enterprise by a PRC resident, such onshore enterprise shall be
required to submit the relevant prior written consent from the Ministry of Commerce of the PRC ()
("MOFCOM") to the relevant local branch of SAFE of such onshore enterprise and register for a foreign
invested enterprise status. Further, the SAFE Circular clarifies that the foreign debts borrowed, and the
6

foreign guarantee provided, by an onshore entity (including a financial institution) in RMB shall, in principle,
be regulated under the current PRC foreign debt and guarantee regime.
On 13 October 2011, the People's Bank of China, the central bank of the PRC () (the
"PBOC") issued the Measures on Administration of the RMB Settlement in relation to Foreign Direct
Investment () (the "PBOC RMB FDI Measures"), as part of the
implementation of the PBOC's detailed Renminbi foreign direct investment ("RMB FDI") accounts
administration system, which covers almost all aspects of RMB FDI, including capital injection, payment of
purchase price in the acquisition of PRC domestic enterprises, repatriation of dividends and other
distributions, as well as RMB denominated cross-border loans. Under the PBOC RMB FDI Measures,
special approval for RMB FDI and shareholder loans from the PBOC which was previously required is no
longer necessary. In some cases however, post-event filing with the PBOC is still necessary. On 5 July,
2013, PBOC promulgated the Circular on Policies related to Simplifying and Improving Cross-border
Renminbi Business Procedures (Yin Fa (2013) No. 168) (
) (the "2013 PBOC Circular") with the intent to improve the efficiency of cross border Renminbi
settlement and facilitate the use of RMB for the settlement of cross border transactions under current
accounts and capital accounts. Various relaxations have been introduced under this circular but the
regulatory position is not entirely clear and practical uncertainties exist.
On 3 December 2013, the MOFCOM promulgated the "Circular on Issues in relation to Cross-border
Renminbi Foreign Direct Investment" () (the "MOFCOM
Circular"), which became effective on 1 January 2014, to further facilitate RMB foreign direct investments
("RMB FDI") by simplifying and streamlining the applicable regulatory framework. The MOFCOM Circular
replaced the "Notice on Issues in relation to Cross-border Renminbi Foreign Direct Investment" (
) promulgated by MOFCOM on 12 October 2011 (the "2011
MOFCOM Notice"). Pursuant to the MOFCOM Circular, written approval from the appropriate office of
MOFCOM and/or its local counterparts specifying "Renminbi Foreign Direct Investment" and the amount of
capital contribution is required for each RMB FDI. Compared with the 2011 MOFCOM Notice, the
MOFCOM Circular no longer contains the requirements for central level MOFCOM approvals for
investments of RMB300 million or above, or in certain industries, such as financial guarantee, financial
leasing, micro-credit, auction, foreign invested investment companies, venture capital and equity
investment vehicles, cement, iron and steel, electrolyse aluminium, ship building and other industries under
the state macro-regulation. Unlike the 2011 MOFCOM Notice, the MOFCOM Circular has also removed the
approval requirement for foreign investors who intend to change the currency of their existing capital
contribution from a foreign currency to RMB. In addition, the MOFCOM Circular also clearly prohibits RMB
FDI funds from being used for any investments in securities and financial derivatives (except for
investments in PRC listed companies by strategic investors) or for entrustment loans in the PRC.
The reforms which are being introduced and will be introduced in the Shanghai FTZ (as defined in "PRC
Currency Controls") aim to upgrade cross-border trade, liberalise foreign exchange control, improve
convenient cross-border use of Renminbi and promote the internationalisation of Renminbi. However, given
the infancy stage of the Shanghai FTZ, how the reforms will be implemented and whether (and if so when)
the reforms will be rolled out throughout China remain uncertain.
To support the development of the Shanghai FTZ, the Shanghai Head Office of PBOC issued the FTZ
RMB Expansion Circular (as defined in "PRC Currency Controls") on 20 February 2014, which allows
banks in Shanghai to settle FDI based on a foreign investor's instruction. In respect of FDI in industries that
are not on the "negative list" of the Shanghai FTZ, the MOFCOM approval previously required is replaced
by a filing. However, the application of the Shanghai FTZ Circular is limited to the Shanghai FTZ. See "PRC
Currency Controls".
As the SAFE Circular, the PBOC RMB FDI Measures, the MOFCOM Circular and the FTZ RMB Expansion
Circular are relatively new circulars, they will be subject to interpretation and application by the relevant
authorities in the PRC.
7

There is no assurance that the PRC government will continue to liberalise a control over cross-border RMB
remittances in the future or that new PRC regulations will not be promulgated in the future which have the
effect of restricting or eliminating the remittance of Renminbi into or outside the PRC. In the event that
funds cannot be repatriated outside the PRC in Renminbi, this may affect the overall availability of
Renminbi outside the PRC and the ability of the Issuer to source Renminbi to perform its obligations under
RMB Securities.
There is only limited availability of RMB outside the PRC, which may affect the liquidity of the RMB
Securities and the Issuer's ability to source RMB outside the PRC to service the RMB Securities.
As a result of the restrictions imposed by the PRC government on cross-border Renminbi fund flows, the
availability of Renminbi outside of the PRC is limited. Currently, licensed banks in Singapore, Hong Kong
and Taiwan may offer limited Renminbi-denominated banking services to Singapore residents, Hong Kong
residents, Taiwan residents and specified business customers. The PBOC has also established a
Renminbi clearing and settlement system for participating banks in Hong Kong, Singapore, Taiwan,
London, Frankfurt and Seoul. Each of Industrial and Commercial Bank of China, Singapore Branch, Bank
of China (Hong Kong) Limited, Bank of China, Taipei Branch, China Construction Bank (London) Limited,
Bank of China, Frankfurt Branch and Bank of Communications, Seoul Branch (each an "RMB Clearing
Bank") has entered into settlement agreements with the PBOC to act as the RMB clearing bank in
Singapore, Hong Kong, Taiwan, London, Frankfurt and Seoul, respectively.
However, the current size of Renminbi-denominated financial assets outside the PRC is limited. Renminbi
business participating banks do not have direct Renminbi liquidity support from the PBOC. They are only
allowed to square their open positions with the relevant RMB Clearing Bank after consolidating the
Renminbi trade position of banks outside Singapore, Hong Kong, Taiwan, London, Frankfurt and Seoul that
are in the same bank group of the participating bank concerned with their own trade position and the
relevant RMB Clearing Bank only has access to onshore liquidity support from the PBOC for the purposes
of squaring open positions of participating banks for limited types of transactions, including open positions
resulting from conversion services for corporations relating to cross-border trade settlement. The relevant
RMB Clearing Bank is not obliged to square for participating banks any open positions resulting from other
foreign exchange transactions or conversion services and the participating banks will need to source
Renminbi from the offshore market to square such open positions.
Although it is expected that the offshore Renminbi market will continue to grow in depth and size, its growth
is subject to many constraints as a result of PRC laws and regulations on foreign exchange. There is no
assurance that new PRC regulations will not be promulgated or the settlement agreements will not be
terminated or amended in the future which will have the effect of restricting availability of Renminbi
offshore. The limited availability of Renminbi outside the PRC may affect the liquidity of the RMB
Securities. To the extent the Issuer is required to source Renminbi in the offshore market to service its
RMB Securities, there is no assurance that the Issuer will be able to source such Renminbi on satisfactory
terms, if at all.
If the Issuer cannot obtain Renminbi to satisfy its obligation to pay interest and principal on its RMB
Securities as a result of Inconvertibility, Non-transferability or Illiquidity (each as defined in the Conditions),
the Issuer shall be entitled to postpone any such payment or to settle such payment (in whole or in part) in
U.S. dollars at the U.S. Dollar Equivalent (as defined in the Conditions), as the case may be.
Investments in the RMB Securities are subject to RMB exchange rate risks
The value of the Renminbi against the euro and other foreign currencies fluctuates from time to time and is
affected by changes in the PRC and international political and economic conditions and by many other
factors. Except in the limited circumstances as described in the Conditions, the Issuer will make all
payments of interest and principal with respect to the RMB Securities in Renminbi. As a result, the value of
these Renminbi payments in euro or other applicable foreign currency terms may vary with the prevailing
8

exchange rates in the marketplace. If the value of Renminbi depreciates against the euro or other
applicable foreign currency, the value of a Securityholder's investment in euro or other applicable foreign
currency terms will decline.
Investments in the RMB Securities are subject to currency risks
If the Issuer is not able, or it is impracticable for it, to satisfy its obligation to pay interest and principal on
the RMB Securities when due, in whole or in part, in Renminbi in the relevant RMB Settlement Centre as a
result of Inconvertibility, Non transferability or Illiquidity, the Issuer shall be entitled, on giving not less than
five or more than 30 days' irrevocable notice to the Securityholders prior to the due date for payment, to
settle any such payment, in whole or in part, in U.S. dollars on the due date at the U.S. Dollar Equivalent
(as defined in the Conditions) of any such interest or principal amount otherwise payable in Renminbi, as
the case may be.
Further risk factors
Further risk factors in respect of the Notes are set out in the parts of the sub-section "Risk Factors in
Respect of the Securities" of the Base Prospectus which are incorporated by reference in, and form part of,
this Prospectus (see section "Documents incorporated by reference" on page 10 et seq. of this
Prospectus).

9

DOCUMENTS INCORPORATED BY REFERENCE

The following information is hereby incorporated in, and form part of, this Prospectus. The sections of the
incorporated documents, which have not been incorporated by way of explicit reference, are not relevant
for potential investors.
Copies of all documents incorporated by reference in this Prospectus can be obtained from the Issuer's
office and from the Paying Agent in Luxembourg as set out at the end of this Prospectus. Copies of all
documents incorporated by reference in this Prospectus are also available on the Luxembourg Stock
Exchange's website (www.bourse.lu).

Pages of the Inserted in
incorporated this
document:
Prospectus
on the

following
pages:
(1)
The following sections of the Base Prospectus relating to the EUR 80,000,000,000 Debt Issuance
Programme of the Issuer dated 26 June 2014 (the "Base Prospectus") which has been approved
by the CSSF:
Risk Factors

- General wording prior to "Risk Factors in Respect of the
34 9
Issuer"
- Risk Factors in Respect of the Issuer
34 - 39
9
- Risk Factors in Respect of the Securities

- General

- Securities may not be a suitable investment
40 9
for all investors
- Interest Fixed Rate Interest
40
9
- Reference Rates
53
9
- Risk Factors Relating to Securities Generally
56 - 58
10
- Risk Factors related to the Market Generally
57 - 60
10
Description of the Issuer

- Persons Responsible
70
10
- Statutory Auditors
70
10
- Information about Deutsche Bank
70
10
- Business Overview
70 - 75
10
- Organisational Structure
75 - 76
10
- Trend Information
76
10
- Administrative, Management, and Supervisory Bodies
77 - 79
10
10