Obligation Deutsch Bank London 0% ( XS1628415561 ) en EUR

Deutsch Bank London

100 % ▲

Allemagne

XS1628415561 ( en EUR )

31/01/2029

Prospectus brochure de l'obligation Deutsche Bank (London Branch) XS1628415561 en EUR 0%, échéance 31/01/2029

100 000 EUR

12 500 000 EUR

Deutsche Bank (London Branch) est une succursale de la Deutsche Bank AG, opérant à Londres et fournissant une gamme complète de services bancaires d'investissement et de gestion de fortune à une clientèle internationale.

L'Obligation émise par Deutsch Bank London ( Allemagne ) , en EUR, avec le code ISIN XS1628415561, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/01/2029

PROSPECTUS

Deutsche Bank AG, London Branch ("Deutsche Bank AG London" or the "Issuer")
Up to EUR 25,000,000 Deutsche Bank AG (DE) Fund Opportunity Coupon 2029 Notes,
due 31 January 2029 (the "Notes" or the "Securities" or the "Digital Variable Coupon
Notes")
Issue Price: 102 per cent. of the Nominal Amount per Note
ISIN: XS1628415561 / WKN: DB7GG9
This document constitutes a prospectus (the "Prospectus") for the purposes of Article 5.3 of
Directive 2003/71/EC as amended, including by Directive 2010/73/EU (the "Prospectus
Directive") relating to the above-referenced Securities issued by Deutsche Bank AG, acting
through its London branch (the "Issuer"). The Prospectus wil be published on the Luxembourg
Stock Exchange website, www.bourse.lu.
The Securities
The Securities are in the form of Notes. The terms and conditions of the Securities will comprise:

the General Conditions (the "General Conditions") as set forth in "General Conditions"
below; and

the product terms of the Securities (the "Product Terms"), as completing and
amending the General Conditions, as set forth in the section entitled "Product Terms"
below.
Information incorporated by reference
This Prospectus incorporates by reference certain information from (i) the Deutsche Bank
Aktiengesel schaft EUR 80 billion Debt Issuance Programme Base Prospectus dated 22 June
2018 (the "Original 2018 EMTN Base Prospectus"), the first supplement to the Original 2018
EMTN Base Prospectus dated 6 July 2018, the second supplement to the Original 2018 EMTN
Base Prospectus dated 31 July 2018, the third supplement to the Original 2018 EMTN Base
Prospectus dated 7 August 2018, the fourth supplement to the Original 2018 EMTN Base
Prospectus dated 6 November 2018 (the Original 2018 EMTN Base Prospectus as so
supplemented, the "2018 EMTN Base Prospectus"), (i ) the unaudited interim report as of 30
June 2018 of Deutsche Bank Aktiengesellschaft (the "30 September 2018 Interim Report");
(i i) the Annual Report of Deutsche Bank Aktiengesel schaft as of 31 December 2017 ("2017
Annual Report"), and (iv) the Annual Report of Deutsche Bank Aktiengesel schaft as of 31
December 2016 ("2016 Annual Report") (see "Documents Incorporated by Reference" below).
You should read this Prospectus together with such information from the 2018 EMTN Base
Prospectus, the 30 June 2018 Interim Report, the 2017 Annual Report and the 2016 Annual
Report.
Risk Factors
Prospective purchasers of the Securities should ensure that they understand fully the nature of
the Securities, as wel 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 Prospectus together with the relevant
Risk Factors incorporated by reference from the 2018 EMTN Base Prospectus. The Securities
will represent direct, unsecured and unsubordinated 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

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jurisdiction of the Issuer's incorporation or of the jurisdiction where the branch is established
that provides certain claims will be satisfied first in a resolution or German insolvency
proceeding with respect to the Issuer. The senior debt securities will be subject to Resolution
Measures, as discussed in the "Risk Factors" section of this Prospectus under "Regulatory Bail-
in and other Resolution Measures" below.

The date of this Prospectus is 23 November 2018

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TABLE OF CONTENTS
Page
IMPORTANT NOTICES ........................................................................................................ 4
SUMMARY ............................................................................................................................ 6
I.
RISK FACTORS ........................................................................................................ 21
A. RISK FACTORS IN RESPECT OF THE ISSUER ................................................. 21
B. RISK FACTORS IN RESPECT OF THE SECURITIES ......................................... 21
C. RISK FACTORS RELATED TO SECURITIES GENERALLY ................................ 25
D. RISK FACTORS RELATING TO THE MARKET GENERALLY ............................. 30
E. CONFLICTS OF INTEREST .................................................................................. 34
II.
GENERAL DESCRIPTION OF THE SECURITIES................................................... 37
A. GENERAL DESCRIPTION OF THE UNDERLYING .............................................. 38
B. GENERAL INFORMATION ABOUT THE OFFERING OF THE SECURITIES ...... 39
III.
DOCUMENTS INCORPORATED BY REFERENCE ................................................ 41
IV.
GENERAL INFORMATION ....................................................................................... 45
V.
GENERAL CONDITIONS .......................................................................................... 56
VI.
PRODUCT TERMS ................................................................................................... 90
ADDITIONAL INFORMATION ............................................................................................. 94
VII. GENERAL INFORMATION ON TAXATION AND SELLING RESTRICTIONS ..... ...98
A. GENERAL TAXATION INFORMATION ................................................................. 98
B. GENERAL SELLING AND TRANSFER RESTRICTIONS ................................... 107

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IMPORTANT NOTICES
Responsibility Statement: The Issuer accepts responsibility for the information contained in
this document. To the best of the knowledge of the Issuer, having taken all reasonable care to
ensure that such is the case, the information contained in this document is in accordance with
the facts and does not omit anything likely to affect the import of such information.
Consent to Use of Prospectus: With respect to Article 3(2) of the Prospectus Directive the
Issuer consents, to the extent and under the conditions below, to the use of the Prospectus
during the Offering Period as long as the Prospectus is valid in accordance with Article 9 of the
Prospectus Directive and accepts responsibility for the content of the Prospectus also with
respect to subsequent resale or final placement of Securities by any financial intermediary
which was given consent to use the prospectus.
Such consent was given to only one (individual consent) specified financial intermediary, being
Deutsche Bank AG Brussels Branch, Avenue Marnix 13-15, Brussels, Belgium and only for
offers made in Belgium to any person who complies with al other requirements for investment
as set out in this Prospectus or otherwise determined by the Issuer and/or the relevant financial
intermediary. In other EEA countries, offers may only be made pursuant to an exemption under
the Prospectus Directive as implemented in such jurisdictions.
Such consent by the Issuer is subject to each dealer and/or financial intermediary complying
with the terms and conditions described in this Prospectus as wel as any applicable sel ing
restrictions. The distribution of this Prospectus as well as the offering, sale and delivery of
Securities in certain jurisdictions may be restricted by law.
Each dealer and/or each financial intermediary, if any, and/or each person into whose
possession this Prospectus comes is required to inform themselves about and observe any
such restrictions. The Issuer reserves the right to withdraw its consent to the use of this
Prospectus in relation to certain dealers and/or financial intermediaries.
In case of an offer being made by a financial intermediary, such financial intermediary
must provide information to investors on the terms and conditions of the offer at the
time the offer is made.
Any new information with respect to financial intermediaries unknown at the time of the
approval of the Prospectus will be published on the internet page www.x-
markets.db.com.
CSSF disclaimer: This Prospectus has been approved by the Commission de surveillance du
secteur financier (the "CSSF"), in its capacity as competent authority under the Luxembourg
Act dated 10 July 2005 (the "Luxembourg Law") on prospectuses for securities which
implements the Prospectus Directive into Luxembourg. The CSSF only approves this
Prospectus as meeting the requirements imposed under Luxembourg and EU law pursuant to
the Prospectus Directive. Such approval relates only to the Securities which are to be admitted
to trading on the regulated market of the Luxembourg Stock Exchange (the "Luxembourg
Stock Exchange"). The CSSF gives no undertaking as to the economic and financial
soundness of the Securities and quality or solvency of the Issuer in line with the provisions of
article 7(7) of the Luxembourg Law on prospectuses for securities.
Listing and admission to trading: Application wil be made to the Luxembourg Stock
Exchange for the Securities to be listed on the Official List and admitted to trading on its
regulated market. There can be no assurance that any such listing wil be obtained, or if
obtained, wil be maintained. The regulated market of the Luxembourg Stock Exchange is a
regulated market for the purposes of the Markets in Financial Instruments Directive (Directive
2004/39/EC). This Prospectus will constitute a prospectus for the purposes of the Prospectus
Directive.
No other information: In connection with the issue and sale of the Securities, no person is
authorised to give any information or to make any representation not contained in the

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Prospectus, and neither the Issuer nor the Dealer accepts responsibility for any information or
representation so given that is not contained in the Prospectus.
Restrictions on distribution: The distribution of the Prospectus and the offering of the
Securities in certain jurisdictions may be restricted by law. Persons into whose possession the
Prospectus comes are required by the Issuer to inform themselves about, and to observe, such
restrictions.
Important U.S. notice: The Securities have not been and will not be registered under the U.S.
Securities Act of 1933 (the "Securities Act"). Subject to certain exemptions, the Securities may
not be offered, sold or delivered within the United States of America or to, or for the account or
benefit of, U.S. persons. A further description of the restrictions on offers and sales of the
Securities in the United States or to U.S. persons is set forth in the section entitled "General
Selling and Transfer Restrictions" of this Prospectus.
Information only as at the date hereof: The delivery of this document at any time does not
imply that any information contained herein is correct at any time subsequent to the date hereof.
No rating: The Securities have not been rated.

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SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are
numbered in Sections A E (A.1 E.7).
This summary contains al the Elements required to be included in a summary for this type of
security and issuer. Because some Elements are not required to be addressed, there may be
gaps in the numbering sequence of Elements.
Even though an Element may be required to be inserted in the summary because of the type
of security and issuer, it is possible that no relevant information can be given regarding the
Element. In this case a short description of the Element is included in the summary with the
mention of "not applicable".
Section A Introduction and warnings
A.1
Warning:
Warning that:

the Summary should be read as an introduction to the Prospectus;

any decision to invest in the Securities should be based on consideration
of the Prospectus as a whole by the investor;

where a claim relating to the information contained in the Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the EU member states, have to bear the costs of translating
the Prospectus, before the legal proceedings are initiated; and

civil liability attaches only to those persons who have tabled the
Summary including any translation thereof, but only if the Summary is
misleading, inaccurate or inconsistent when read together with the other
parts of the Prospectus or it does not provide, when read together with
the other parts of the Prospectus, key information in order to aid
investors when considering whether to invest in such the Securities.
A.2
Consent to use of
The Issuer consents to the use of the Prospectus for a later resale or
the Prospectus:
final placement of the Securities by all financial intermediaries (general
consent): Deutsche Bank AG, Brussels Branch, Avenue Marnix 13-15,
Brussels, Belgium.

The offer period during which the subsequent resale or final placement
of Securities by financial intermediaries can be made from, and
including, 23 November 2018 to, and including, 29 January 2019 (the
"Offering Period") as long as this Prospectus is valid in accordance with
Article 9 of the Prospectus Directive.

Such consent is not subject to and given under any condition.

In case of an offer being made by a financial intermediary, this
financial intermediary will provide information to investors on the
terms and conditions of the offer at the time the offer is made.

Section B Issuer
B.1
Legal
and The legal and commercial name of the Issuer is Deutsche Bank Aktiengesellschaft
commercial name (the "Issuer", "Deutsche Bank", or the "Bank").
of the Issuer:
B.2
Domicile,
legal Deutsche Bank is a stock corporation (Aktiengesellschaft) under German law. The
form,
legislation Bank has its registered office in Frankfurt am Main, Germany. It maintains its principal
and country of office at Taunusanlage 12, 60325 Frankfurt am Main, Germany.
incorporation
of
the issuer:
Deutsche Bank AG, acting through its London branch ("Deutsche Bank AG, London
Branch") is domiciled at Winchester House, 1 Great Winchester Street, London
EC2N 2DB,
United Kingdom.

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The country of incorporation of the Issuer is Germany.
B.4(b)
Trend information:
With the exception of the effects of the macroeconomic conditions and market
environment, litigation risks associated with the financial markets crisis as well as the
effects of legislation and regulations applicable to financial institutions in Germany
and the European Union, there are no known trends, uncertainties, demands,
commitments or events that are reasonably likely to have a material effect on the
Issuer's prospects in its current financial year.
B.5
Description of the Deutsche Bank is the parent company and the most material entity of Deutsche Bank
group:
Group, a group consisting of banks, capital market companies, fund management
companies, property finance companies, instalment financing companies, research
and consultancy companies and other domestic and foreign companies (the
"Deutsche Bank Group").
B.9
Profit forecast or Not applicable. No profit or forecast estimate is made.
estimate:
B.10
Audit
report Not applicable; there are no qualifications in the audit report on the historical financial
qualifications:
information.
B.12
Selected historical
key
financial The following table shows an overview from the balance sheet of Deutsche Bank AG
information:
which has been extracted from the respective audited consolidated financial
statements prepared in accordance with IFRS as of 31 December 2016 and 31
December 2017, as well as from the unaudited consolidated interim financial
statements as of 30 September 2017 and 30 September 2018. The information on
share capital (in EUR) and number of ordinary shares is based on the internal
accounting of Deutsche Bank and is unaudited.
31 December
30 September
31 December
30 September

2016
2017
2017
2018

Share capital
3,530,939,215.3
5,290,939,215.3
5,290,939,215.3
5,290,939,215.3
(in EUR)
6
6
6
6
Number of
1,379,273,131
2,066,773,131
2,066,773,131
2,066,773,131
ordinary
shares
Total assets
1,590,546
1,521,454
1,474,732
1,379,982
(in million
Euro)
Total liabilities
1,525,727
1,450,844
1,406,633
1,311,194
(in million
Euro)
Total equity
64,819
70,609
68,099
68,788
(in million
Euro)
Common
13.4%
14.6%
14.8%
14.0%2
Equity Tier 1
capital ratio1
Tier 1 capital
15.6%
17.0%
16.8%
16.2%3
ratio1
1 Capital ratios are based upon transitional rules of the CRR/CRD 4 capital framework.
2 The Common Equity Tier 1 capital ratio as of 30 September 2018 on the basis of CRR/CRD 4 fully loaded
was 14.0%.

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3
The Tier 1 capital ratio as of 30 September 2018 on the basis of CRR/CRD 4 fully loaded was
15.3%."

A statement that There has been no material adverse change in the prospects of Deutsche Bank since
there has been no 31 December 2017.
material adverse
change
in
the
prospects of the
issuer since the
date of its last
published audited
financial
statements or a
description of any
material adverse
change:

A description of Not applicable. There has been no significant change in the financial position or
significant
trading position of Deutsche Bank since 30 September 2018.
changes in the
financial or trading
position
subsequent to the
period covered by
the
historical
financial
information:
B.13
Recent events:
Not applicable; there are no recent events particular to the issuer which are to a
material extent relevant to the evaluation of the Issuer's solvency.
B.14
Dependence upon Please read the following information together with Element B.5.
other
entities
within the group:
Not Applicable. The Issuer is not dependent upon other entities.
B.15
Issuer's principal
activities:
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 Group's business activities are organized into the following three
corporate divisions:

Corporate & Investment Bank (CIB);

Asset Management (AM); and

Private & Commercial Bank (PCB).
The three corporate divisions are supported by infrastructure functions. In addition,
Deutsche Bank Group has a regional management function that covers regional
responsibilities worldwide.
The Bank has operations or dealings with existing or potential customers in most
countries in the world. These operations and dealings include:

subsidiaries and branches in many countries;

representative offices in other countries; and

8

one or more representatives assigned to serve customers in a large
number of additional countries.

B.16
Controlling
Not applicable. Based on notifications of major shareholdings pursuant to the
persons:
German Securities Trading Act (Wertpapierhandelsgesetz, WpHG), there are only
six shareholders holding more than 3 but less than 10 per cent. of the Issuer's shares
or to whom more than 3 but less than 10 per cent. of voting rights are attributed. To
the Issuer's knowledge there is no other shareholder holding more than 3 per cent.
of the shares or voting rights. The Issuer is thus not directly or indirectly majority-
owned or controlled.
B.17
Credit
ratings Deutsche Bank is rated by Moody's Investors Service, Inc. ("Moody's"), Standard &
assigned to the Poor's Credit Market Services Europe Limited ("S&P"), Fitch Deutschland GmbH
issuer or its debt ("Fitch") and DBRS, Inc. ("DBRS", together with Fitch, S&P and Moody's, the
securities:
"Rating Agencies").

S&P and Fitch are established in the European Union and have been registered in
accordance with Regulation (EC) No 1060/2009 of the European Parliament and of
the Council of 16 September 2009, as amended, on credit rating agencies ("CRA
Regulation"). With respect to Moody's, the credit ratings are endorsed by Moody's
office in the UK (Moody's Investors Service Ltd.) in accordance with Article 4(3) of
the CRA Regulation. With respect to DBRS, the credit ratings are endorsed by DBRS
Ratings Ltd in the UK in accordance with Article 4(3) of the CRA Regulation. Moody's
Investors Service Ltd. and DBRS Ratings Ltd are established in the European Union
and have been registered in accordance with the CRA Regulation.

As of 23 November 2018 the following ratings were assigned to Deutsche Bank for
its long-term non-preferred senior debt (and, where available, for its long-term
preferred senior debt) and its short-term senior debt:

Moody's Long-term non-preferred senior debt: Baa3

Long-term preferred senior debt:
A3 (negative)

Short-term senior debt:
P-2
S&P
Long-term non-preferred senior debt: BBB-

Long-term preferred senior debt:
BBB+

Short-term senior debt:
A-2
Fitch
Long-term non-preferred senior debt: BBB+

Short-term senior debt:
F2
DBRS
Long-term non-preferred senior debt: BBB (high) (negative)

Short-term senior debt:
R-1 (low) (stable)

Section C Securities
C.1
Type and the Type of Securities
class
of
the
securities,
The Securities are Notes (the "Securities" or the "Digital Variable Coupon Notes").
including
any For a further description see Elements C.9 and C.10.
security
identification
Security identification numbers of Securities
number:
ISIN:

XS1628415561
WKN:

DM7GG9
Common Code:
162841556
RIC:

DEDM7GG9=DBBL
C.2
Currency of the Euro ("EUR").
securities issue:

9

C.5
Restrictions on No offers, sales or deliveries of the Securities, or distribution of any offering material
transferability:
relating to the Securities, may be made in or from any jurisdiction except in
circumstances that will result in compliance with any applicable laws and regulations.
Subject to the above, each Security is transferable in accordance with applicable law
and any rules and procedures for the time being of any Clearing Agent through whose
books such Security is transferred.
C.8
Rights attached Rights attached to the Securities
to the securities,
including
The Securities provide holders of the Securities, on redemption or upon exercise,
ranking
and subject to a partial loss, with a claim for payment of a cash amount.
limitations
to
those rights:
The Securities may also provide holders with an entitlement for the payment of a
coupon if a Switch Event occurs.
Governing law of the Securities
The Securities will be governed by, and construed in accordance with, English law.
The constituting of the Securities may be governed by the laws of the jurisdictions of
Euroclear Bank S.A./N.V. and Clearstream Banking Luxembourg S.A. (each one
being the "Clearing Agent").
Status of the Securities
The Securities will constitute direct, unsecured and unsubordinated obligations of the
Issuer ranking pari passu among themselves and pari passu with all other unsecured
and unsubordinated obligations of the Issuer, subject, however, to statutory priorities
conferred to certain unsecured and unsubordinated obligations 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.
Limitations to the rights attached to the Securities
Under the terms and conditions of the Securities, the Issuer is entitled to terminate
and cancel the Securities and to amend the terms and conditions of the Securities.
C.9
Rights attached See Element C.8 above
to the securities
including
Coupon Payment
For a description of the Coupon Payment, see
ranking and any
Element C.10 below
limitation,
interest
Coupon Payment Date:
The Coupon Payment Dates shall be:
provisions, yield
and
(i)
31 January 2020, 29 January 2021, 31
representative of
January 2022, 31 January 2023, 31
the holders:
January 2024, 31 January 2025, 30
January 2026, 29 January 2027, 31
January 2028, or, in each case, if later, the
fifth Business Day following the Coupon
Observation Date scheduled to fall
immediately prior to such date; and
(ii)
the Settlement Date.
Settlement Date:
The later of (i) 31 January 2029, and (ii) the fifth
Business Day after the last Coupon Observation
Date
The Securities redeem on the Settlement Date at a
cash amount equal to 100 per cent. of the Nominal
Amount of each Note, being EUR 1,000. The
redemption is not guaranteed by a third party, but
solely assured by the Issuer and is therefore
dependent on the Issuer's ability to meet its payment
obligations
Yield:
Not Applicable; the Securities do not pay a fixed
coupon
Name of representative Not applicable; there is no representative of debt
of debt security holders:
security holders.
Underlying:
Type:
Fund Share

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