Bond Deutsche Bank 6% ( US251525AX97 ) in USD

Deutsche Bank

99 % ▲

Germany

US251525AX97 ( in USD )

6% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Deutsche Bank US251525AX97 en USD 6%, maturity Perpetual

251525AX9

BB ( Non-investment grade speculative )

30/04/2025 ( In 44 days )

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

Deutsche Bank's perpetual USD-denominated bond (ISIN: US251525AX97, CUSIP: 251525AX9), issued in Germany, currently trades at 98.1344% of par value, offering a 6% coupon paid annually and rated BB by Standard & Poors.

424B2
424B2 1 d842516d424b2.htm 424B2
Table of Contents

Prospe c t us Supple m e nt
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 2 6 4 2 1
To Prospectus dated August 20, 2018,
Rule 4 2 4 (b)(2 )
as may be amended
Supe rse de s t he Prospe c t us Supple m e nt

pre viously file d pursua nt t o Rule 4 2 4 (b)(2 )
De ut sc he Ba nk Ak t ie nge se llsc ha ft

$ 1 ,2 5 0 ,0 0 0 ,0 0 0 U nda t e d N on -c um ula t ive Fix e d t o Re se t Ra t e
Addit iona l T ie r 1 N ot e s of 2 0 2 0
On February 14, 2020, we, Deutsche Bank Aktiengesellschaft, expect to issue undated non -cumulative fixed to reset rate additional tier 1 notes, which we refer to as the "N ot e s," in an
aggregate principal amount of $1,250,000,000. The Notes will bear interest (subject to a cancellation of interest payments or write -down) (as described below) (i) at 6.000% until April 30, 2026 and
(ii) from and after April 30, 2026, at the applicable Reset Rate (as defined in Description of the Notes--Interest Payment on the Notes ), reset every five years, each payable annually in arrears (as
provided herein).
T he N ot e s a re int e nde d t o qua lify a s ow n funds in t he form of Addit iona l T ie r 1 c a pit a l, a s de fine d in a nd provide d for in t he ba nk re gula t ory c a pit a l
provisions re fe rre d t o in t his prospe c t us supple m e nt . As suc h, t he y:

· H a ve no fix e d m a t urit y or re de m pt ion da t e ;

·

Cont a in fe a t ure s t ha t m a y re quire us a nd w ill pe rm it us in our sole a nd a bsolut e disc re t ion a t a ll t im e s a nd for a ny re a son t o c a nc e l a ny pa ym e nt of
int e re st ; a nd

· M a y be subje c t t o a w rit e -dow n of a ll or pa rt of t he ir princ ipa l a m ount unde r de fine d c irc um st a nc e s.
N one of t he se e ve nt s w ill c onst it ut e a de fa ult or a n e ve nt of de fa ult unde r t he N ot e s or pe rm it a ny a c c e le ra t ion of t he re pa ym e nt of a ny princ ipa l on t he
N ot e s.
Ac c ordingly, w e a re not re quire d t o m a k e a ny re pa ym e nt of t he princ ipa l a m ount of t he N ot e s a t a ny t im e or unde r a ny c irc um st a nc e s, a nd a s a re sult , you
m a y lose pa rt or a ll of your inve st m e nt in t he N ot e s. I n a ddit ion, you m a y not re c e ive a ny int e re st on a ny int e re st pa ym e nt da t e or a t a ny ot he r t im e s, a nd you w ill
ha ve no c la im s w ha t soe ve r in re spe c t of t ha t c a nc e lle d or de e m e d c a nc e lle d int e re st .
U pon t he oc c urre nc e of a T rigge r Eve nt (a s de fine d he re in) le a ding t o a w rit e -dow n in t he princ ipa l a m ount of t he N ot e s, you c ould lose a ll or pa rt of your
inve st m e nt in t he N ot e s. A re gula t ory w rit e -dow n w ill not c onst it ut e a de fa ult or a n e ve nt of de fa ult unde r t he N ot e s or t he c a pit a l se c urit ie s inde nt ure or give
rise t o a ny right t o a c c e le ra t e t he re pa ym e nt of a ny princ ipa l on t he N ot e s. T he N ot e s m a y a lso be w rit t e n dow n (w it hout prospe c t of a pot e nt ia l w rit e -up in
a c c orda nc e w it h t he t e rm s of t he N ot e s), be c onve rt e d or ot he rw ise be c om e subje c t t o a Re solut ion M e a sure (a s de fine d he re in). Y ou m a y lose pa rt or a ll of your
inve st m e nt if a ny Re solut ion M e a sure be c om e s a pplic a ble t o us.
The Notes will constitute our unsecured and subordinated obligations, ranking pari passu among themselves and will be fully subordinated to (i) all claims of our unsubordinated creditors (as
defined below), (ii) the claims specified in Section 39(1) nos. 1 to 5 of the German Insolvency Code (Insolvenzordnung ) or any successor provision thereof, (iii) any of our contractually subordinated
obligations within the meaning of Section 39(2) of the German Insolvency Code (or any successor provision thereof) which do not qualify, from time to time, as own funds (within the meaning of the
CRR (as defined herein)), and (iv) the claims under our Tier 2 instruments (within the meaning of the CRR).
We may redeem all, but not some, of the Notes, with prior regulatory approval as of (i) any Business Day falling in the period commencing on (and including) October 30, 2025 and ending
on (and including) the First Interest Reset Date and (ii) any Interest Payment Date thereafter, at the initial nominal amount; or (ii) at any time, for certain regulatory reasons or certain tax reasons.
If the Notes have been written down (and to the extent not written up to the original principal amount, if applicable), a redemption for regulatory or tax reasons will be at the reduced principal
amount.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to trade the Notes on the Euro MTF market.
T he N ot e s a re not int e nde d t o be offe re d, sold or ot he rw ise m a de a va ila ble a nd should not be offe re d, sold or ot he rw ise m a de a va ila ble t o re t a il c lie nt s in t he
Europe a n Ec onom ic Are a or t he U nit e d K ingdom , a s de fine d in t he rule s se t out in t he M a rk e t s in Fina nc ia l I nst rum e nt s Dire c t ive 2 0 1 4 /6 5 /EU , a s a m e nde d or
re pla c e d from t im e t o t im e . Prospe c t ive inve st ors a re re fe rre d t o t he se c t ion he a de d "Re st ric t ions on m a rk e t ing a nd sa le s t o re t a il inve st ors" on pa ge PS-2 of t his
prospe c t us supple m e nt for furt he r inform a t ion.
I nve st ing in t he N ot e s involve s risk s. Se e "Risk Fa c t ors " be ginning on pa ge PS-2 2 a nd a s inc orpora t e d by re fe re nc e he re in for a disc ussion of c e rt a in fa c t ors
t ha t you should c onside r.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he se se c urit ie s, or de t e rm ine d if t his
prospe c t us supple m e nt or t he a c c om pa nying prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he N ot e s a re not de posit s or sa vings a c c ount s but a re our unse c ure d obliga t ions. T he N ot e s a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion
or a ny ot he r U .S. or fore ign gove rnm e nt a l a ge nc y.

Proc e e ds, be fore

Pric e t o Public (1 )
U nde rw rit ing Disc ount
Ex pe nse s, t o us (1 )
Per Note

$
200,056
$
2,000
$
198,056
Total

$1,250,350,000
$
12,500,000
$
1,237,850,000

(1)
We will pay the underwriter compensation of $2,000 per Note. The total underwriting discount payable by us will be $12,500,000. See "Underwriting (Conflicts of Interest)" for additional
information regarding underwriting compensation.
The initial price to public set forth above does not include accrued interest, if any. Interest on the Notes will accrue from (and including) February 14, 2020.
We expect that the Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company and its participants on or about February 14, 2020. We will issue the
Notes in denominations of $200,000 and integral multiples of $200,000 in excess thereof.

Sole Bookrunner
De ut sc he Ba nk Se c urit ie s

Joint Lead Managers
Cit igroup

Ba nc a I M I

BBV A

BM O Ca pit a l M a rk e t s

CI BC Ca pit a l M a rk e t s

https://www.sec.gov/Archives/edgar/data/1159508/000119312520036971/d842516d424b2.htm[2/14/2020 10:45:37 AM]

424B2
M orga n St a nle y

Sa nt a nde r

T D Se c urit ie s

U niCre dit Ca pit a l M a rk e t s

Senior Co-Managers

N orde a

RBC Ca pit a l M a rk e t s

St a nda rd Cha rt e re d Ba nk

Co-Managers
Ac a de m y Se c urit ie s
Ba nc roft Ca pit a l
Ba rc la ys
BN Y M e llon Ca pit a l M a rk e t s,
LLC

Ca pit a l I nst it ut iona l Se rvic e s,
Cit ize ns Ca pit a l M a rk e t s
Fift h T hird Se c urit ie s
K e yBa nc Ca pit a l M a rk e t s
I nc .

M isc hle r Fina nc ia l Group, I nc .
M ult i-Ba nk Se c urit ie s, I nc .
Re gions Se c urit ie s LLC
U BS I nve st m e nt Ba nk

The date of this Prospectus Supplement is February 11, 2020.
Table of Contents
T ABLE OF CON T EN T S
PROSPECT U S SU PPLEM EN T

Pa ge
ABOUT THIS PROSPECTUS SUPPLEMENT
PS-2
WHERE YOU CAN FIND ADDITIONAL INFORMATION
PS-5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
PS-6
SUMMARY
PS-7
RISK FACTORS
PS-22
CAPITALIZATION AND INDEBTEDNESS
PS-40
USE OF PROCEEDS
PS-41
DESCRIPTION OF THE NOTES
PS-42
AVAILABLE DISTRIBUTABLE ITEMS OF THE BANK
PS-62
THE DEPOSITARY
PS-64
BOOK-ENTRY, DELIVERY AND FORM
PS-66
U.S. FEDERAL INCOME TAX CONSEQUENCES
PS-70
TAXATION BY GERMANY OF NON-RESIDENT HOLDERS
PS-73
BENEFIT PLAN INVESTOR CONSIDERATIONS
PS-75
UNDERWRITING (CONFLICTS OF INTEREST)
PS-77
LEGAL MATTERS
PS-84
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PS-85
PROSPECT U S

Pa ge
SUMMARY OF REGISTERED SECURITIES

1
ABOUT THIS PROSPECTUS

15
WHERE YOU CAN FIND ADDITIONAL INFORMATION

16
USE OF NON-GAAP FINANCIAL MEASURES

17
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

18
RISK FACTORS

19
DEUTSCHE BANK AKTIENGESELLSCHAFT

25
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS

26
RATIO OF EARNINGS TO FIXED CHARGES

27
CAPITALIZATION & INDEBTEDNESS

28
USE OF PROCEEDS

29
DESCRIPTION OF ORDINARY SHARES

30
DESCRIPTION OF TRADABLE SUBSCRIPTION RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES

35
DESCRIPTION OF CAPITAL SECURITIES

36
DESCRIPTION OF DEBT SECURITIES

44
DESCRIPTION OF WARRANTS

71
https://www.sec.gov/Archives/edgar/data/1159508/000119312520036971/d842516d424b2.htm[2/14/2020 10:45:37 AM]

424B2
DESCRIPTION OF PURCHASE CONTRACTS

74
DESCRIPTION OF UNITS

75
RESOLUTION MEASURES

76
FORMS OF SECURITIES

80
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

84
EXPENSES OF THE ISSUE

86
LEGAL MATTERS

87
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

87
BENEFIT PLAN INVESTOR CONSIDERATIONS

87

PS-1
Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
This prospectus supplement supplements the accompanying prospectus dated August 20, 2018. If the information in this prospectus
supplement differs from the information contained in the accompanying prospectus, you should rely on the information in this prospectus
supplement.
This prospectus supplement and the accompanying prospectus, together, constitute a prospectus for purposes of Part IV of the
Luxembourg law on prospectus for securities dated July 16, 2019.
In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We have not authorized anyone to give you any additional or different information. The
information in this prospectus supplement and the accompanying prospectus may be accurate only as of the dates of each of these
documents, respectively.
The Notes are not appropriate for all investors, and involve important legal and tax consequences and investment risks, which you
should discuss with your professional advisers.
In this prospectus supplement, "w e ," "us", "our " and the "Ba nk " refer to Deutsche Bank AG.
We a re offe ring t o se ll, a nd a re se e k ing offe rs t o buy, t he N ot e s only in jurisdic t ions w he re suc h offe rs a nd
sa le s a re pe rm it t e d. N e it he r t his prospe c t us supple m e nt nor t he a c c om pa nying prospe c t us c onst it ut e s a n offe r t o
se ll, or a solic it a t ion of a n offe r t o buy, a ny N ot e s by a ny pe rson in a ny jurisdic t ion in w hic h it is unla w ful for suc h
pe rson t o m a k e suc h a n offe r or solic it a t ion. N e it he r t he de live ry of t his prospe c t us supple m e nt or t he
a c c om pa nying prospe c t us, nor a ny sa le m a de he re unde r a nd t he re unde r sha ll, unde r a ny c irc um st a nc e s, c re a t e
a ny im plic a t ion t ha t t he re ha s be e n no c ha nge in t he a ffa irs of De ut sc he Ba nk AG sinc e t he da t e he re of or t ha t
t he inform a t ion c ont a ine d or inc orpora t e d by re fe re nc e he re in or t he re in is c orre c t a s of a ny t im e subse que nt t o
t he da t e of suc h inform a t ion.
Y ou m ust (i) c om ply w it h a ll a pplic a ble la w s a nd re gula t ions in forc e in a ny jurisdic t ion in c onne c t ion w it h
t he posse ssion or dist ribut ion of t his prospe c t us supple m e nt a nd t he a c c om pa nying prospe c t us a nd t he
purc ha se , offe r or sa le of t he N ot e s a nd (ii) obt a in a ny c onse nt , a pprova l or pe rm ission re quire d t o be obt a ine d by
you for t he purc ha se , offe r or sa le by you of t he N ot e s unde r t he la w s a nd re gula t ions a pplic a ble t o you in forc e in
a ny jurisdic t ion t o w hic h you a re subje c t or in w hic h you m a k e suc h purc ha se s, offe rs or sa le s; ne it he r w e nor
t he unde rw rit e rs sha ll ha ve a ny re sponsibilit y t he re for.
This prospectus supplement and the accompanying prospectus are only being distributed to and are only directed at (i) persons who
are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Orde r") or (iii) high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The
Notes are only available to, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such Notes will be
engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus supplement or
the accompanying prospectus, or any of their respective contents.
Re st ric t ions on m a rk e t ing a nd sa le s t o re t a il inve st ors
The Notes discussed in this prospectus supplement 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.
https://www.sec.gov/Archives/edgar/data/1159508/000119312520036971/d842516d424b2.htm[2/14/2020 10:45:37 AM]

424B2

PS-2
Table of Contents
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 (the "PI I nst rum e nt "). In addition (i) on January 1, 2018, the
provisions of Regulation (EU) No.1286/2014 on key information documents for packaged and retail and insurance-based investment
products ("PRI I Ps") became directly applicable in all EEA member states and (ii) the Markets in Financial Instruments Directive
2014/65/EU (as amended) ("M iFI D I I ") was required to be implemented in EEA member states by January 3, 2018. The PI Instrument,
PRIIPs and MiFID II are referred to together as the "Re gula t ions".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial instruments and (ii) the
offering, sale and distribution of packaged retail and insurance-based investment products and certain contingent write down or convertible
securities, such as the Notes.
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.
Certain of the underwriters are required to comply with some or all of the Regulations. By purchasing, or making or accepting an
offer to purchase, any Notes (or a beneficial interest in such Notes) from us and/or the underwriters, you represent, warrant, agree with
and undertake to us and each of the underwriters that:

1.
you are not a retail client in the EEA or in the United Kingdom (as defined in MiFID II);

2.
whether or not you are subject to the Regulations, you will not:

a.
sell or offer the Notes (or any beneficial interest therein) to retail clients in the EEA or in the United Kingdom (as

defined in MiFID II) or

b.
communicate (including the distribution of this prospectus supplement) 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 is likely to be received by a retail client in the
EEA or in the United Kingdom (in each case within the meaning of MiFID II).
In selling or offering the Notes or making or approving communications relating to the Notes you may not rely on the limited
exemptions set out in the PI Instrument; and

3.
you will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA or
the United Kingdom) relating to the promotion, offering, distribution and/or sale of the Notes (or any beneficial interests

therein), including (without limitation) MiFID II and any other applicable laws, regulations and regulatory guidance relating to
determining the appropriateness and/or suitability of an investment in the Notes (or any beneficial interests therein) by
investors in any relevant jurisdiction.
You further acknowledge that (i) the identified target market for the Notes (for the purposes of the product governance obligations in
MiFID II) is eligible counterparties and professional clients; and (ii) no key information document (KID) under PRIIPs has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the United Kingdom
may be unlawful under PRIIPs.
PRI I Ps Re gula t ion / Prohibit ion of sa le s t o EEA a nd U K re t a il inve st ors 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 European
Economic Area ("EEA") or in the United Kingdom (the "U K "). 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 Directive 2014/65/EU (as amended, "M iFI D I I "); or (ii) a customer within the
meaning of Directive (EU) 2016/97 (the "I nsura nc e Dist ribut ion Dire c t ive "), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRI I Ps Re gula t ion") for offering or selling the Notes or otherwise making them available to retail

PS-3
Table of Contents
investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any
https://www.sec.gov/Archives/edgar/data/1159508/000119312520036971/d842516d424b2.htm[2/14/2020 10:45:37 AM]

424B2
retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
M I FI D I I Produc t Gove rna nc e / Profe ssiona l I nve st ors a nd Eligible Count e rpa rt ie s only t a rge t m a rk e t Solely
for the purposes of each 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) 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 "dist ribut or ") should take into consideration the manufacturers' target market assessment
in respect of the Notes; 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 manufacturers' target market assessment) and determining appropriate distribution
channels.
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 us and/or the underwriters the foregoing representations, warranties, agreements and
undertakings will be given by and be binding upon both the agent and its underlying client.

PS-4
Table of Contents
WH ERE Y OU CAN FI N D ADDI T I ON AL I N FORM AT I ON
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-226421) that we have filed with the SEC
under the Securities Act. This prospectus supplement omits some information contained in the registration statement in accordance with
SEC rules and regulations. You should review the information in and exhibits to the registration statement for further information on us and
the securities we are offering. Statements in this prospectus supplement concerning any document we filed as an exhibit to the registration
statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified in their entirety by reference to
these filings. You should review the complete document to evaluate these statements.
We accept responsibility for the information contained in this prospectus supplement and the accompanying prospectus and confirm
that, to the best of our knowledge and belief, there are no other facts the omission of which would make any statement herein misleading
in any material respect. This prospectus supplement and the accompanying prospectus may only be used for the purposes for which they
have been published.
The SEC allows us to "incorporate by reference" much of the information we file with the SEC, which means that we can disclose
important information to you by referring you to those publicly available documents. The information that we incorporate by reference in
this prospectus supplement is an important part of this prospectus supplement. For information on the documents we incorporate by
reference in this prospectus supplement and the accompanying prospectus, we refer you to "Where You Can Find Additional Information"
on page 10 of the accompanying prospectus.
In addition to the specific documents incorporated by reference listed on page 16 of the accompanying prospectus, we incorporate by
reference in this prospectus supplement and the accompanying prospectus the Annual Report of Deutsche Bank AG for the year ended
December 31, 2018, dated March 22, 2019. We also incorporate by reference in this prospectus supplement and in the accompanying
prospectus the Reports on Form 6-K of Deutsche Bank AG, including the exhibits if any thereto, filed on the following specified dates, but
in each case only to the extent such Report on Form 6-K indicates that it is intended to be incorporated by reference in the registration
statement on Form F-3 (File No. 333-226421): February 10, 2020, February 7, 2020, February 3, 2020, January 30, 2020, December 11,
2019, November 19, 2019, October 30, 2019, October 28, 2019, July 29, 2019, July 25, 2019, July 24, 2019, July 9, 2019, April 30, 2019,
April 26, 2019, and March 25, 2019.
In addition to the documents listed in the accompanying prospectus and described above, we incorporate by reference in this
prospectus supplement and the accompanying prospectus any future documents we file with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Exchange Act from the date of this prospectus supplement until the offering is completed. Reports on Form 6-K we furnish to
the SEC after the date of this prospectus supplement (or portions thereof) are incorporated by reference in this prospectus supplement
only to the extent that the report expressly states that it (or such portions) is incorporated by reference in this prospectus supplement.
You may request, at no cost to you, a copy of these documents (other than exhibits not specifically incorporated by reference) by
writing or telephoning us at: Deutsche Bank AG, Taunusanlage 12, 60325 Frankfurt am Main, Germany, Attention: Investor Relations
(Telephone: +49-69-910-00. Copies of this prospectus supplement, the accompanying prospectus and all documents incorporated by
reference therein as of the date hereof will also be available on the Luxembourg Stock Exchange's website (www.bourse.lu) or at the
office of our listing agent, Deutsche Bank Luxembourg S.A., 2 boulevard Konrad Adenauer, L-1115 Luxembourg, Luxembourg.

PS-5
https://www.sec.gov/Archives/edgar/data/1159508/000119312520036971/d842516d424b2.htm[2/14/2020 10:45:37 AM]

424B2
Table of Contents
CAU T I ON ARY N OT E REGARDI N G FORWARD-LOOK I N G ST AT EM EN T S
This prospectus supplement, including the information incorporated by reference, contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the "Se c urit ie s Ac t ," and Section 21E of the
Securities Exchange Act of 1934, as amended, which we refer to as the "Ex c ha nge Ac t ." Forward-looking statements, which are
statements that are not historical facts, including statements about our beliefs and expectations. We use words such as "believe,"
"anticipate," "expect," "intend," "seek," "estimate," "project," "should," "potential," "reasonably possible," "plan," "aim" and similar expressions
to identify forward-looking statements. In addition, we may from time to time make forward-looking statements in our periodic reports to the
U.S. Securities and Exchange Commission (which we refer to as the "SEC") on Forms 20-F and 6-K, annual and interim reports,
invitations to annual shareholders' meetings and other information sent to shareholders, offering circulars and prospectuses, press releases
and other written materials. Our Management Board, Supervisory Board, officers and employees may also make oral forward-looking
statements to third parties, including financial analysts.
Such forward-looking statements may include, without limitation, statements relating to the following:

· the potential development and impact on us of economic and business conditions and the legal and regulatory environment to

which we are subject;

· the implementation of our strategic initiatives and other responses thereto;

· the development of aspects of our results of operations;

· our expectations of the impact of risks that affect our business, including the risks of losses on our trading processes and credit

exposures; and

· other statements relating to our future business development and economic performance.
By their very nature, forward-looking statements involve risks and uncertainties, both general and specific. We base these statements
on our current plans, estimates, projections and expectations. You should therefore not place too much reliance on them. Our forward-
looking statements speak only as of the date we make them, and we undertake no obligation to update any of them in light of new
information or future events.
We caution you that a number of important factors could cause our actual results to differ materially from those we describe in any
forward-looking statement. These factors include, among others, the following:

· the potential development and impact on us of economic and business conditions;

· other changes in general economic and business conditions;

· changes and volatility in currency exchange rates, interest rates and asset prices;

· changes in governmental policy and regulation, including measures taken in response to economic, business, political and social

conditions;

· the potential development and impact on us of legal and regulatory proceedings to which we are or may become subject;

· changes in our competitive environment;

· the success of our acquisitions, divestitures, mergers and strategic alliances;

· our success in implementing our strategic initiatives and other responses to economic and business conditions and the legal and

regulatory environment and realizing the benefits anticipated therefrom; and

· other factors, including those we refer to in "Item 3: Key Information--Risk Factors" of our Annual Report on Form 20-F for the

year ended December 31, 2018, dated March 22, 2019 and elsewhere therein and herein and in the accompanying prospectus
and others to which we do not refer.

PS-6
Table of Contents
https://www.sec.gov/Archives/edgar/data/1159508/000119312520036971/d842516d424b2.htm[2/14/2020 10:45:37 AM]

424B2
SU M M ARY
The following summary describes the Notes in general terms only. You should read the summary together with the more
detailed information contained in this prospectus supplement and the accompanying prospectus.
We expect to issue the Notes under a capital securities indenture (which we refer to as the "Capital Securities Indenture")
comprising a base capital securities indenture (which we refer to as the "Base Capital Securities Indenture") entered into on
November 6, 2014 among us, The Bank of New York Mellon, as trustee (which we refer to as the "Trustee") and Deutsche Bank Trust
Company Americas (which we refer to as "DBTCA"), as initial paying agent, calculation agent, transfer agent and registrar (the
"Calculation Agent"), and a second supplement to the Base Capital Securities Indenture adding certain provisions thereto and
modifying certain provisions thereof (which we refer to as the "Second Supplemental Capital Securities Indenture") entered into on
July 25, 2019, among us, the Trustee, acting through its London Branch, and DBTCA, a fourth supplement to the Base Capital
Securities Indenture modifying certain provisions thereof (which we refer to as the "Fourth Supplemental Capital Securities
Indenture"), expected to be entered into on or about , 2020, among us, the Trustee, acting through its London Branch, and
DBTCA, and a fifth supplement to the Base Capital Securities Indenture relating to the Notes (which we refer to as the "Fifth
Supplemental Capital Securities Indenture") expected to be entered into on or about , 2020, among us, the Trustee,
acting through its London Branch, and DBTCA. The Notes will constitute a separate series of capital securities under the Capital
Securities Indenture. We have filed the Base Capital Securities Indenture on November 6, 2014 as an exhibit to a post-effective
amendment to our prior registration statement on Form F-3, File No. 333-184193, we have filed the Second Supplemental Capital
Securities Indenture with the SEC on July 25, 2019 as an exhibit to a Report on Form 6-K, we have filed the form of the Fourth
Supplemental Capital Securities Indenture with the SEC on February 10, 2020 as an exhibit to a Report on Form 6-K, and we intend
to file the Fourth Supplemental Capital Securities Indenture and the Fifth Supplemental Capital Securities Indenture with the SEC on
or about , 2020, as exhibits to a Report on Form 6-K. The terms of the Notes include those stated in the Capital Securities
Indenture and those terms made part of the Capital Securities Indenture by reference to the U.S. Trust Indenture Act of 1939, as
amended, which we refer to as the "Trust Indenture Act."

I ssue r
Deutsche Bank AG.

Se c urit ie s Offe re d
$1,250,000,000 aggregate principal amount of undated non-cumulative fixed to
reset rate additional tier 1 notes of 2020, which we refer to as the "N ot e s."

I nt e re st Com m e nc e m e nt Da t e
February 14, 2020.

I nt e re st Pa ym e nt Da t e
April 30 in each year commencing on April 30, 2020.

I nt e re st Pe riods
The period from (and including) the Interest Commencement Date to (and
excluding) April 30, 2020 and thereafter from (and including) each Interest
Payment Date to (and excluding) the next following Interest Payment Date. The
initial Interest Period will be a short interest accrual period.

M a t urit y Da t e
None.

Pric e t o Public
100.028%.

Ra t e of I nt e re st
For the period from (and including) the Interest Commencement Date to (and
excluding) April 30,

PS-7
Table of Contents
2026 (which we refer to as the "First I nt e re st Re se t Da t e ") a fixed rate of

6.000% per year.

For the period from (and including) the First Interest Reset Date, the greater of
(i) the sum of the Treasury Yield for such Reset Period plus the initial credit spread
of 4.524% (the "Spre a d") and (ii) zero, as determined by the Calculation Agent;
https://www.sec.gov/Archives/edgar/data/1159508/000119312520036971/d842516d424b2.htm[2/14/2020 10:45:37 AM]

424B2

for the avoidance of doubt, the Spread represents the initial credit spread to such
Treasury Yield, and does not represent any step-up in the interest rate of the
Notes. We describe the Reset Rate in "Description of the Notes--Interest
Payments on the Notes" below.

The terms of the Notes provide that the rate of interest on the Notes will reset on

each Reset Date, which we describe in "Description of the Notes--Interest
Payments on the Notes" below.

I nit ia l Fa ll-ba c k T re a sury Y ie ld
1.476%.

Re gula r Re c ord Da t e s
A holder of a Note at the close of business on the Business Day immediately
preceding an Interest Payment Date will be entitled to receive interest payable on
such Note on the corresponding Interest Payment Date. When we refer to
"Busine ss Da y", we mean a day on which (i) the Trans-European Automatic
Real-time Gross settlement Express Transfer system (TARGET2) is open for
business and (ii) commercial banks and foreign exchange markets settle payments
and are open for general business (including dealing in foreign exchange and
foreign currency deposits) in New York City.

St a t us; Ra nk ing
The Notes will constitute our unsecured and subordinated obligations, ranking pari
passu among themselves and, subject to applicable law from time to time, pari
passu with all of our other equally subordinated obligations (as specified below). If
Resolution Measures (as defined below) are imposed on us, or in the event of our
dissolution, liquidation, insolvency or composition, or if other proceedings are
opened for the avoidance of our insolvency or against us, the obligations under the
Notes will be fully subordinated to all of our obligations which do not also qualify as
Additional Tier 1 capital or as Common Equity Tier 1 capital within the meaning of
the CRR; in any such event, no amounts shall be payable in respect of the Notes
until all senior ranking obligations in accordance with this provision have been
satisfied in full. Obligations which rank senior to the obligations under the Notes
include (i) all claims of our unsubordinated creditors (as defined below), (ii) the
claims specified in Section 39(1) nos. 1 to 5 of the German Insolvency Code
(Insolvenzordnung) (or any successor provision thereof), (iii) our contractually
subordinated obligations within the meaning of Section 39(2) of the German
Insolvency Code (or any

PS-8
Table of Contents
successor provision thereof) which do not qualify, from time to time, as own funds
(within the meaning of the CRR), and (iv) the claims under our Tier 2 instruments

(within the meaning of the CRR). Subject to the foregoing, we may satisfy our
obligations under the Notes also from our other distributable assets (freies
Vermögen).

When we refer to the "CRR ", we mean Regulation (EU) No 575/2013 of the
European Parliament and the Council of 26 June 2013 on prudential requirements
for credit institutions and investment firms (including any provisions of regulatory

law supplementing this Regulation); to the extent that any provisions of the CRR
are amended or replaced, the term CRR as used in the Capital Securities
Indenture and the terms of the Notes also refers to such amended provisions or
successor provisions.

When we refer to "unsubordina t e d c re dit ors ", we mean the holders of any
indebtedness or other payment obligation of ours that is not expressed to be
https://www.sec.gov/Archives/edgar/data/1159508/000119312520036971/d842516d424b2.htm[2/14/2020 10:45:37 AM]

424B2
subordinated by means of contractual agreement or as a matter of law (including
claims against us under our unsubordinated non-preferred debt instruments within

the meaning of Section 46f(6) sentence 1 of the German Banking Act
(Kreditwesengesetz) (including our obligations under any such debt instruments
that we issued before July 21, 2018 and that are subject to Section 46f(9) sentence
2 of the German Banking Act) or any successor provision thereof).

Our payment obligations under the Notes will rank pari passu with the claims
against us under our other instruments qualifying as Additional Tier 1 capital within
the meaning of the CRR and the subordinated guarantees listed in the section
"Description of the Notes" of this prospectus supplement for as long as such
instruments continue to qualify as Additional Tier 1 capital. Upon the

implementation into German law (as required by December 28, 2020) of Article
48(7) of the BRRD (as defined below), claims against us under certain of our
currently outstanding capital instruments, if and when they cease to qualify as
Additional Tier 1 capital, are expected to rank senior to, and no longer pari passu
with, claims against us under the Notes.

When we refer to the "BRRD", we mean Directive 2014/59/EU of the European
Parliament and of the Council of May 15, 2014 establishing a framework for the
recovery and resolution of credit institutions and investment firms (including any

provisions of regulatory law supplementing this Directive); to the extent that any
provisions of the BRRD are amended or replaced, the term BRRD as used in the
Capital Securities Indenture and the terms of the Notes also refers to such
amended provisions or successor provisions.

PS-9
Table of Contents
If we redeem or repurchase the Notes otherwise than in the circumstances
described in "Description of the Notes--Status; Ranking", then the amounts

redeemed or paid must be returned to us irrespective of any agreement to the
contrary unless our competent supervisory authority has given its consent to such
redemption or repurchase.

Re solut ion M e a sure s
By subscribing for or otherwise acquiring the Notes, the holders will be bound by
and will be deemed to consent to the imposition of any Resolution Measure (as
defined below) by our competent resolution authority.

Under the relevant resolution laws and regulations as applicable to us from time to

time, the Notes may be subject to the powers exercised by our competent
resolution authority to:

·
write down, including write down to zero, the claims for payment of the

principal amount, the interest amount or any other amount in respect of the
Notes;

·
convert the Notes into ordinary shares of (i) the Bank or (ii) any group entity
or (iii) any bridge bank or other instruments of ownership of such entities

qualifying as Common Equity Tier 1 capital (and the issue to or conferral on
the holders (including the beneficial owners) of such ordinary shares or
instruments); and/or

·
apply any other resolution measure, including, but not limited to, (i) any

transfer of the Notes to another entity, (ii) the amendment of the terms and
conditions of the Notes or (iii) the cancellation of the Notes.

We refer to each of these measures as a "Re solut ion M e a sure ." When we refer
https://www.sec.gov/Archives/edgar/data/1159508/000119312520036971/d842516d424b2.htm[2/14/2020 10:45:37 AM]

424B2
to a "group e nt it y ," we mean an entity that is included in the corporate group
subject to a Resolution Measure, and when we refer to a "bridge ba nk ," we
mean a newly chartered German bank that would receive some or all of our equity
securities, assets, liabilities and material contracts, including those attributable to

our branches and subsidiaries, in a resolution proceeding. Resolution Measures
include, among others, the measures generally referred to within the meaning of
the "write-down and conversion power" under the European directive of May 15,
2014 establishing a framework for the recovery and resolution of credit institutions
and investment firms.

De e m e d Agre e m e nt t o Re solut ion
By your acquisition of the Notes, you will be deemed irrevocably to have agreed,
M e a sure s
and you will agree:

·
to be bound by, to acknowledge and to accept any Resolution Measure and

any amendment, modification or variation of the terms and

PS-10
Table of Contents

conditions of the Notes to give effect to any Resolution Measure;

·
that you will have no claim or other right against us arising out of any

Resolution Measure; and

·
that the imposition of any Resolution Measure will not constitute a default or
an event of default under (i) the Notes, (ii) the Capital Securities Indenture, or
(iii) for the purpose of, but only to extent permitted by the Trust Indenture Act

(including, without limitation, Section 315(b) (Notice of Defaults) and
Section 315(c) (Duties of the Trustee in Case of Default) of the Trust
Indenture Act).

By your acquisition of the Notes, you waive, to the fullest extent permitted by the
Trust Indenture Act and applicable law, any and all claims against the Trustee and
the Agents for, agree not to initiate a suit against the Trustee or the Agents in

respect of, and agree that the Trustee and the Agents will not be liable for, any
action that the Trustee or any of the Agents takes, or abstains from taking, in either
case in accordance with the imposition of a Resolution Measure by our competent
resolution authority with respect to the Notes.

Ca nc e lla t ion of I nt e re st Pa ym e nt s
The terms of the Notes provide that interest will be due and payable on an Interest
Payment Date only if it is not cancelled or deemed to have been cancelled, and we
have the sole and absolute discretion at all times and for any reason to cancel (in
whole or in part) any interest payment that would otherwise be payable on any
Interest Payment Date. We will also be restricted from making interest payments in
the circumstances described below. As a result, you may not receive any interest
on any Interest Payment Date or at any other times, and you will have no claims
whatsoever in respect of that cancelled or deemed cancelled interest.

Disc re t iona ry Ca nc e lla t ion of I nt e re st
We have the right, to cancel all or part of any payment of interest in our sole
Pa ym e nt s
discretion and at any time. If we make use of such right, we will give notice to the
holders in accordance with the Capital Securities Indenture without undue delay,
but no later than on the relevant Interest Payment Date. Any failure to give such
notice shall not affect the validity of the cancellation and shall not constitute a
default for any purpose.

M a nda t ory Ca nc e lla t ion of I nt e re st
Payment of interest on the Notes for the relevant Interest Period will be excluded
Pa ym e nt s
and cancelled (without prejudice to the exercise of our sole discretion pursuant to
the terms described herein):
https://www.sec.gov/Archives/edgar/data/1159508/000119312520036971/d842516d424b2.htm[2/14/2020 10:45:37 AM]

Document Outline

#1">
- #1">