Bond Deutsche Bank 0% ( XS2011165037 ) in EUR

Deutsche Bank

100 % ▲

Germany

XS2011165037 ( in EUR )

29/08/2031

Prospectus brochure of the bond Deutsche Bank XS2011165037 en EUR 0%, maturity 29/08/2031

1 000 EUR

50 000 000 EUR

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 has issued a EUR 50,000,000 zero-coupon bond (ISIN: XS2011165037), maturing on August 29, 2031, with a minimum trading size of EUR 1,000, currently trading at 100% of its face value.

Deutsche Bank Aktiengesellschaft

Securities Note dated 21 March 2024
under its Programme for the Issuance of Certificates, Warrants and Notes

Information about this document
This document constitutes a securities note in accordance with Article 8(1) of Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when
securities are offered to the public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC ("Prospectus Regulation"), which, as supplemented, together with the Registration Document
dated 4 May 2023, as supplemented by the first Supplement dated 2 August 2023, the second Supplement
dated 2 November 2023, the third Supplement dated 7 February 2024 and the fourth Supplement dated 20
March 2024 ("Registration Document"), constitutes part of a Base Prospectus ("Base Prospectus" or
"Prospectus") in accordance with Article 6(3) in conjunction with Article 8(6) of the Prospectus Regulation.
This Securities Note dated 21 March 2024 ("Securities Note"), the Registration Document, any supplements
to the Base Prospectus or the Registration Document and all documents from which information is
incorporated into this Securities Note by reference are published, in accordance with Article 21(2)(a) of the
Prospectus Regulation, in electronic form on the Issuer's website (www.xmarkets.db.com) and can be
accessed there (see "3.8 Information incorporated by reference").
The Securities Note was approved on 21 March 2024 by CSSF. The Base Prospectus is valid until 21 March
2025. If in relation to the information set out in this Securities Note, significant new factors occur or material mistakes
or material inaccuracies are determined, the Issuer will publish a supplement to the Base Prospectus without delay
during this period, in accordance with Article 23(1) and (2) of the Prospectus Regulation. The obligation to publish
a supplement in the event of significant new factors, material mistakes or material inaccuracies ceases to
exist if the Base Prospectus, comprising this Securities Note and the Registration Document, is no longer
valid.
Information about the Programme
This Securities Note is one of several prospectuses and other offering documents under which the Issuer (as defined
below) is permitted to offer structured securities ("Securities") as part of the Programme for the issuance of
certificates, warrants and notes (the "Offering Programme" or the "Programme"). Securities may be publicly offered
under this Securities Note by way of:
-
New issuances (i.e. issue of new Securities) and
-
Further issuances (e.g. increasing the Issue Volume of already issued Securities).
Application has been made to the Luxembourg Stock Exchange for Securities issued under the Programme to be
admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the
Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the
purposes of Directive 2014/65/EU (as amended, "MIFID II"). At the same time, an application may be made with this
Securities Note to admit the Securities to trading on a regulated market or organised market or to include them for
trading on a non-regulated market.
Information on the Issuer
Securities under this Securities Note are issued by Deutsche Bank Aktiengesellschaft, acting either through its head
office in Frankfurt am Main or through any of its foreign branch offices in London, Milan, Portugal, Zurich or Spain
("Issuer" or "Deutsche Bank"). The issuance of Securities is carried out by the Issuer as part of its general banking
business (as set out in Article 2(1) of the Articles of Association of the Issuer). The Registration Document contains
more detailed information on the Issuer's organisation, business activities, financial situation, earnings and prospects,
management and ownership structure.
Information on the Securities
This Securities Note contains information on Securities in the certificate, warrants and notes product categories and
a variety of product structures with different terms within these product categories. The Securities may relate to shares
or equity securities, indices, other securities, commodities, rates of exchange, futures contracts, fund shares or
interest rates as well as a basket consisting of shares or equity securities, indices, other securities, commodities,
rates of exchange, futures contracts, fund shares or interest rates ("Underlying" or "Reference Item"). The Securities
may be unsecured or may be secured by a segregated pool of collateral assets. Such issuance is carried out by the
Issuer as part of its general banking business (set out in article 2(1) of the Articles of Association of the Issuer).
1

Securities other than Securities that are secured by a segregated pool of collateral assets constitute
unsecured and unsubordinated preferred liabilities or unsecured and unsubordinated non-preferred
liabilities (within the meaning of §46f (5) - (7) of the German Banking Act (Kreditwesengesetz - KWG)) of the
Issuer ranking pari passu among themselves. Securities that are secured by a segregated pool of collateral
assets constitute unsubordinated preferred liabilities of the Issuer ranking pari passu among themselves.
General information for users
Investors should carefully read this Securities Note before investing in the Securities and should understand that this
Securities Note by itself does not contain all information relating to the Securities, but provides the information deemed
necessary for enabling investors to make an informed investment decision. Note in particular that this Securities Note
should be read in conjunction with further information.
This information may be contained in other documents, such as:
-
in any supplements to the Base Prospectus consisting of this Securities Note and the Registration Document,
-
in the Registration Document, which comprises issuer-specific information as well as in any supplements
thereto,
-
in additional documents (such as Issuer financial reports) whose information shall be incorporated in the Base
Prospectus by reference,
-
in the separate Final Terms (and, where applicable, in the issue-specific summary) that complete this Securities
Note as regards the final design of a Security. The Securities Note only contains the design options for the
Securities, which are ultimately specified in the Final Terms. The Final Terms are not yet available at the time the
Securities Note is published but will only be available at the time of a specific issuance.
Full information on the Securities and the Issuer is only available on the basis of the combination of this
Securities Note and the aforementioned documents.
A table of contents that lists each chapter of this Securities Note and sections in the respective chapter with the
corresponding page reference is included at the beginning of this Securities Note. Moreover, the product structures
that can be issued under this Securities Note are separately listed and numbered in the table of contents for ease of
reference. Each chapter begins with a brief description of the information that the chapter contains. More
comprehensive chapters also include, where necessary, an additional table of contents of the specific topics dealt
with in the chapter.
Information on the Terms and Conditions
The rights and obligations in respect of the individual Securities arise from the so-called Terms and Conditions. These
comprise (i) the General Conditions of the Securities and (ii) the Specific Terms of the Securities. The General
Conditions of the Securities contain rules of a general nature that apply equally to all Securities and that are listed in
chapter 6 "General Conditions of the Securities" of the Securities Note. The Specific Terms of the Securities are
drawn up separately for each specific issuance of Securities and are included in the relevant Final Terms.
These Final Terms set out the offering terms (i.e. new issuance or further issuance) and contain the issue-specific
details that can be specified within the scope of the Securities Note's design options. The Final Terms contain, for
example, information on the subscription period, the offering period, the Issue Date, the maturity, the Settlement Date,
the Underlying to which the Securities refer, the Cash Amount, and any potential early redemption or termination
options.
If necessary, an issue-specific summary in the form of an annex is attached to the Final Terms. This summarises the
most important information on the Issuer, the Securities, the risks in relation to the Issuer and the Securities, as well
as any other information in relation to the offering of the Securities.
Information for investors interested in a specific product type
Investors that consult the Securities Note for information about investments in a certain Securities product type and
that wish to obtain information for this purpose on the possible design of the Terms and Conditions (which set out
Issuer and investor rights and obligations under the Securities) and the economic terms should read in particular the
following chapters of this Securities Note:
-
Chapter 6 with the General Conditions of the Securities;
-
Chapter 7 with the Specific Terms of the Securities; this chapter contains the terms that specifically apply to
the product type in question under the heading "Specific definitions applicable to the Securities".
-
Chapter 8 with How the Securities work; this chapter contains separate information for each of the product
types covered by the Securities Note on how the Securities of the relevant product type work in economic terms.
In any case, however, the information contained in the Final Terms prepared for the Securities offering should be
considered before any decision on investment in specific Securities is made.
Investors interested in specific Securities up-front should read the respective Final Terms directly together with the
information contained in this Securities Note.
2

Features of derivative financial instruments
Securities linked to an Underlying are not simple but derivative financial instruments normally based on formulas.
Potential investors should therefore be fully aware of the characteristics of such Securities before investing in such
Securities and should be sure that they understand the relevant formulas and their effects. The information contained
in this Securities Note does not constitute investment advice and should not be misconstrued as such. Investors are
expressly advised that an investment in the Securities entails financial risk. Prospective purchasers of the Securities
should thus fully understand the type of Securities and the risks involved with an investment in the Securities.
Prospective purchasers of the Securities should refer in particular to the "Risk Factors" section of this Securities Note.
Knowledge and experience
Potential investors should have the requisite knowledge of and experience in derivative financial instruments as well
as the Underlying or Reference Item in order to adequately assess an investment in the Securities.
Assessment of personal situation prior to an investment decision
Potential investors should base their investment decision on careful consideration of all factors relevant to the
Securities in question, as well as of their personal situation. In so doing, they should take account of their total
investment portfolio and any investments they already have in different asset classes as well as examining where
applicable, together with their legal, tax, financial and other advisors at least the following aspects in detail:
-
the suitability of an investment with respect to their own financial, tax and other situation,
-
the information stated in the Final Terms and the Securities Note; and
-
The Underlying.
Regulatory restrictions on the offering or the sale of the Securities
The Securities and any securities to be delivered upon exercise or settlement of the Securities have not been, and
will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws in the United States and trading in the Securities has not been approved by the United States
Commodity Futures Trading Commission (the "CFTC") under the United States Commodity Exchange Act, as
amended (the "Commodity Exchange Act"). Any offer or sale of the Securities must be made in a transaction exempt
from the registration requirements of the Securities Act pursuant to Regulation S thereunder ("Regulation S"). The
Securities may not be offered, sold or otherwise transferred in the United States or to persons who are (i) US Persons
as defined in Regulation S, (ii) persons who do not come within the definition of a "Non-US Person" under Rule 4.7
of the Commodity Exchange Act, (iii) US Persons as defined in the Interpretive Guidance and Policy Statement
Regarding Compliance with Certain Swap Regulations, 78 Fed. Reg. 45,292 (July 26, 2013) promulgated by the
United States Commodity Futures Trading Commission, or (iv) any other US Person as such term may be defined in
regulations or guidance adopted under the Commodity Exchange Act.
Securities relating to commodities and commodities futures (within the meaning of the Commodity Exchange Act and
the rules and regulations of the CFTC thereunder), or securities issuable upon exercise of certain of the Securities,
may not be offered, sold or resold in or into the United States without an applicable exemption under the Commodity
Exchange Act. Unless otherwise stated in the relevant Final Terms, such Securities may not be offered, sold or resold
in the United States and Deutsche Bank reserves the right not to make payment or delivery in respect of such a
Security to a person in the United States if such payment or delivery would constitute a violation of U.S. law.
The Securities have not been approved or disapproved by the Securities and Exchange Commission (the "SEC") or
any state securities commission in the United States nor has the SEC or any state securities commission passed
upon the accuracy or the adequacy of this Base Prospectus. Any representation to the contrary is a criminal offence
in the United States.
The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any
rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor
in the UK may be unlawful under the UK PRIIPs Regulation.
If the Final Terms in respect of any Securities include a legend entitled "Prohibition of Sales to Retail Investors in the
European Economic Area", the Securities are not intended to be offered, sold or otherwise made available to and,
should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the
"EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on
markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU ("MiFID II"); (ii) a
customer within the meaning of Directive 2002/92/EC (IMD), where that customer would not qualify as a professional
3

client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus
Regulation. If the relevant Final Terms include the above-mentioned legend, no key information document required
by Regulation (EU) No. 1286/2014 (the "PRIIPs Regulation") for offering or selling those Securities or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling those
Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
The Commission de Surveil ance du Secteur Financier ("CSSF") assumes no responsibility for the economic and
financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer
in accordance with Article 6(4) of the Luxembourg Law on Prospectuses. Securities for which no prospectus is
required to be published under the Prospectus Regulation ("Exempt Securities") are not subject to the approval
provisions of the Prospectus Regulation and are neither reviewed nor approved by the CSSF.
An investment in the Securities does not constitute a participation in a collective investment scheme for Swiss law
purposes. Therefore, the Securities are not supervised or approved by the Swiss Financial Market Supervisory
Authority FINMA ("FINMA") and investors may not benefit from the specific investor protection provided under the
Swiss Federal Act on Collective Investment Schemes.
For a more detailed description of certain restrictions on the sale and transfer of the Securities, please refer to chapter
10.2 "General Selling and Transfer Restrictions" of this Securities Note.

4

TABLE OF CONTENTS

TABLE OF CONTENTS

1.
GENERAL DESCRIPTION OF THE OFFERING PROGRAMME ................................. 7
2.
RISK FACTORS .........................................................................................................15
Risks at maturity ..................................................................................................................20
Certificates ...........................................................................................................................20
Certificates, Certificates 100%, Perpetual Certificates and Index Certificates ......................20
Discount Certificates ............................................................................................................21
Bonus Certificates ................................................................................................................21
Express Certificates .............................................................................................................22
Outperformance Certificates ................................................................................................23
Fixed Rate of Interest Certificates and Coupon Certificates .................................................24
Additional Certificates without Capital Protection .................................................................25
Warrants ..............................................................................................................................32
Classic Warrants ..................................................................................................................32
Other Warrants ....................................................................................................................32
Notes ...................................................................................................................................33
Reverse Convertible Notes ..................................................................................................33
Other Notes .........................................................................................................................35
3.
GENERAL INFORMATION ON THE SECURITIES NOTE .........................................72
3.1 Structure of the Securities Note ..................................................................................72
3.2 Form of the Securities Note ........................................................................................73
3.3 Publication of the Securities Note ...............................................................................74
3.4 Approval and notification of the Base Prospectus .......................................................74
3.5 Using the Base Prospectus in Switzerland ..................................................................75
3.6 Responsible persons ..................................................................................................75
3.7 Information from third parties ......................................................................................76
3.8 Consent to use of this Securities Note ........................................................................76
3.9 Reasons for the offer, use of proceeds, estimated total expenses and estimated net
proceeds .....................................................................................................................77
4.
GENERAL INFORMATION ON THE SECURITIES ....................................................78
5.
GENERAL INFORMATION ON THE UNDERLYING ................................................ 108
6.
GENERAL CONDITIONS OF THE SECURITIES ..................................................... 115
7.
SPECIFIC TERMS OF THE SECURITIES................................................................ 260
7.1 Introduction / General information for users .............................................................. 265
7.2 General Definitions applicable to the Securities ........................................................ 265
7.3 General Definitions applicable to Certificates ............................................................ 305
7.4 Specific Definitions applicable to Certificates ............................................................ 314
5

TABLE OF CONTENTS
7.5 General Definitions applicable to Warrants ............................................................... 396
7.6 Specific Definitions applicable to Warrants ............................................................... 400
7.7 General Definitions applicable to Notes .................................................................... 407
7.8 Specific Definitions applicable to Notes .................................................................... 414
7.9 Further Definitions applicable to the Securities ......................................................... 536
8.
HOW THE SECURITIES WORK .............................................................................. 547
Certificates ......................................................................................................................... 553
Certificates with capital protection ...................................................................................... 553
Certificates, Certificates 100%, Perpetual Certificates and Index Certificates .................... 554
Discount Certificates .......................................................................................................... 555
Bonus Certificates .............................................................................................................. 556
Express Certificates ........................................................................................................... 559
Outperformance Certificates .............................................................................................. 564
Fixed Rate of Interest Certificates and Coupon Certificates ............................................... 565
Additional Certificates without Capital Protection ............................................................... 570
Warrants ............................................................................................................................ 594
Classic Warrants ................................................................................................................ 594
Other Warrants .................................................................................................................. 594
Notes ................................................................................................................................. 597
Reverse Convertible Notes ................................................................................................ 597
Other Notes ....................................................................................................................... 604
9.
FORM OF FINAL TERMS ......................................................................................... 646
10. GENERAL INFORMATION ON TAXATION AND SELLING RESTRICTIONS .......... 670
NAMES AND ADDRESSES............................................................................................... 683

6

1. GENERAL DESCRIPTION OF THE OFFERING PROGRAMME

1. GENERAL DESCRIPTION OF THE OFFERING PROGRAMME
This chapter contains a general description of the Offering Programme and its essential
characteristics. In addition to general information on the Offering Programme, it provides
information on the Issuer, the products issued under the Programme and the distribution,
admission to trading and listing of the Securities.
1.1
Offering Programme
This Securities Note is one of several offering documents (including prospectuses) under
which the Issuer (as defined below) is permitted to offer structured securities ("Securities") as
part of the Programme for the issuance of certificates, warrants and notes (the "Offering
Programme" or the "Programme"). Securities may be publicly offered under this Securities
Note by way of:
-
New issuances (i.e. issue of new Securities) and
-
Further issuances (e.g. increasing the Issue Volume of already issued Securities).
At the same time, an application may be made with this Securities Note to admit the Securities
to trading on a regulated market or organised market or to include them for trading on a non-
regulated market.
The Programme and the issue of Securities thereunder have been duly authorised by the
competent representatives of Deutsche Bank. The Programme is considered to be in the
ordinary course of Deutsche Bank's business and therefore does not require authorisation by
board resolutions.
Deutsche Bank has obtained or will obtain from time to time all necessary consents, approvals
and authorisations in connection with the issue and performance of its obligations under the
Securities.
1.2
Issuer
Securities under this Securities Note are issued by Deutsche Bank Aktiengesellschaft, acting
either through its head office in Frankfurt am Main or through any of its foreign branch offices
in London ("Deutsche Bank AG, London Branch"), Milan ("Deutsche Bank AG, Milan
Branch"), Portugal ("Deutsche Bank AG, Sucursal em Portugal"), Spain ("Deutsche Bank
AG, Sucursal en España") or Zurich ("Deutsche Bank AG, Zurich Branch") ("Issuer" or
"Deutsche Bank"). The issuance of Securities is carried out by the Issuer as part of its general
banking business (as set out in Article 2(1) of the Articles of Association of the Issuer). The
Registration Document contains more detailed information on the Issuer's organisation,
business activities, financial situation, earnings and prospects, management and ownership
structure. Investors can find more detailed information on the Issuer and Issuer-related risk
factors in the Registration Document.
1.3
Products to be issued under the Programme
Form of Securities
Depending on the law to which the Securities are subject in each case, they are either
represented by a Global Security or issued in dematerialised or uncertificated book-entry form.
In the case of a Global Security governed by German law, such Global Security will be in
bearer form.
No definitive Securities will be issued.
If the Securities are issued under German law, they will be bearer bonds within the meaning
of §§ 793 et seq. of the German Civil Code (Bürgerliches Gesetzbuch, "BGB") and will either
7

1. GENERAL DESCRIPTION OF THE OFFERING PROGRAMME
be represented by a Global Security or be issued as an electronic security in accordance with
the German Electronic Securities Act (Gesetz über elektronische Wertpapiere, "eWpG").
The Issuer can issue an electronic security by having it registered in an electronic securities
register instead of issuing a Global Security.
Pursuant to § 4(1) no. 1 in conjunction with § 12 eWpG, an electronic securities register is a
central register ("Central Register"). An electronic security that has been entered into a
Central Register is a central register security within the meaning of § 4(2) eWpG ("Central
Register Security").
A Central Register Security is issued by entering it into a Central Register kept by the Central
Register Securities registrar ("Central Register Securities Registrar"). Prior to registration,
the terms and conditions of the security are deposited as a permanent electronic document
with the Central Register Securities Registrar. The Central Register Securities Registrar is a
central securities depositary. Pursuant to § 3(1) eWpG, the central securities depositary as
holder of the electronic security is entered into the Central Register (collective registration
pursuant to § 8(1) no. 1 eWpG) and administers the collective registration on a fiduciary basis
as described in § 9(2) eWpG for the person who is the Beneficiary within the meaning of
§ 3(2) eWpG without being such a beneficiary itself. The Beneficiary within the meaning of
§ 3(2) eWpG is the person who holds the right derived from the Central Register Security
("Beneficiary within the meaning of § 3(2) eWpG"). The Beneficiaries within the meaning of
§ 3(2) eWpG are not entitled to request individual registration in the Central Register.
The Issuer reserves the right to change the form of the Securities during the term (and replace
a security represented by a Global Security with a Central Register Security and vice versa).
The changed form of securitisation, including the resulting necessary changes to the Specific
Terms of the Securities, shall be published as set out in §16 of the General Conditions of the
Securities.
If the Securities are issued as Central Register Securities and the Securities Note refers to the
Securityholder or the Holder of Securities, this actually means the Beneficiary within the
meaning of § 3(2) eWpG.
Status of the Securities
In case of Securities the ranking of which is specified in the Specific Terms of the Securities
as preferred, such Securities other than Securities that are secured by a segregated pool of
collateral assets constitute unsecured and unsubordinated preferred liabilities of the Issuer
ranking pari passu among themselves and pari passu with all other unsecured and
unsubordinated preferred liabilities of the Issuer, subject, however, to statutory priorities
conferred to certain unsecured and unsubordinated preferred liabilities in the event of
Resolution Measures imposed on the Issuer or in the event of the dissolution, liquidation,
Insolvency, composition or other proceedings for the avoidance of Insolvency of, or against,
the Issuer.
In accordance with § 46f(5) of the German Banking Act (Kreditwesengesetz, "KWG"), the
obligations under such Securities rank in priority of those under debt instruments of the Issuer
within the meaning of § 46f(6) sentence 1 KWG (also in conjunction with § 46f(9) KWG) or any
successor provision, including eligible liabilities within the meaning of Articles 72a and 72b(2)
CRR.
In case of Securities the ranking of which is specified in the Specific Terms of the Securities
as non-preferred, such Securities constitute unsecured and unsubordinated non-preferred
liabilities of the Issuer ranking pari passu among themselves and pari passu with all other
unsecured and unsubordinated non-preferred liabilities of the Issuer. This is subject to
statutory priorities conferred to certain unsecured and unsubordinated non-preferred liabilities
in the event of Resolution Measures imposed on the Issuer or in the event of the dissolution,
8

1. GENERAL DESCRIPTION OF THE OFFERING PROGRAMME
liquidation, Insolvency, composition or other proceedings for the avoidance of Insolvency of,
or against, the Issuer.
In accordance with § 46f(5) KWG, in the event of resolution measures being imposed on the
Issuer or in the event of the dissolution, liquidation, insolvency, composition or other
proceedings for the avoidance of insolvency of, or against the Issuer, the obligations under
such Securities shall rank behind the claims of unsubordinated creditors of the Issuer not
qualifying as obligations within the meaning of § 46f(6) sentence 1 KWG (also in conjunction
with § 46f(9) KWG) or any successor provision; this includes eligible liabilities within the
meaning of Article 72b(2) CRR where point (d) of such Article does not apply. In any such
event, no amounts shall be payable in respect of the Securities until the claims of such other
unsubordinated creditors of the Issuer have been satisfied in full.
Securities that are secured by a segregated pool of collateral assets constitute unsubordinated
preferred liabilities of the Issuer ranking pari passu among themselves and pari passu with all
other unsubordinated preferred liabilities of the Issuer, subject, however, to statutory priorities
conferred to certain unsubordinated preferred liabilities in the event of resolution measures
imposed on the Issuer or in the event of the dissolution, liquidation, insolvency, composition or
other proceedings for the avoidance of insolvency of, or against, the Issuer.
Ranking of the Securities
The ranking of the Issuer's liabilities in insolvency or in the event of the imposition of Resolution
Measures, such as a bail-in, is determined by German law.
In case of Securities the ranking of which is specified in the Specific Terms of the Securities
as preferred, such Securities other than Securities that are secured by a segregated pool of
collateral assets are unsecured unsubordinated preferred liabilities that would rank higher than
the Issuer's regulatory capital, its subordinated liabilities and its unsecured unsubordinated
non-preferred liabilities. The liabilities under such Securities rank pari passu with other
unsecured unsubordinated preferred liabilities of the Issuer, including but not limited to
derivatives, structured products and deposits not subject to protection. The liabilities under
such Securities rank below liabilities protected in Insolvency or excluded from Resolution
Measures, such as certain protected deposits.
In case of Securities the ranking of which is specified in the Specific Terms of the Securities
as non-preferred, such Securities are unsecured unsubordinated non-preferred liabilities that
would rank above the Issuer's subordinated liabilities. The liabilities under such Securities rank
pari passu with other unsecured unsubordinated non-preferred liabilities of the Issuer,
including but not limited to derivatives, structured products and deposits not subject to
protection. The liabilities under such Securities rank below liabilities protected in Insolvency or
excluded from Resolution Measures, such as certain protected deposits.
For Securities that are secured by a segregated pool of collateral assets the Issuer takes the
view that the Securities constitute secured liabilities within the meaning of Article 44 (2)(b) of
Directive 2014/59/EU, establishing a framework for the recovery and resolution of credit
institutions and investment firms (commonly referred to as the "Bank Recovery and
Resolution Directive", or the "BRRD"), transposed into German law by the Recovery and
Resolution Act ("Sanierungs- und Abwicklungsgesetz", or the "SAG"), and Article 27 (3) lit.
(b) of Regulation 806/2014 (the "SRM Regulation"), pursuant to which secured liabilities shall
not be subject to write-down or conversion (the "Bail-In Tool").
However, there is no certainty that such Securities will be classified as secured liabilities within
the meaning of the SRM Regulation and/or the SAG. Further, even if the Securities are
classified as secured liabilities, in case the value of the Securities exceeds the value of the
collateral provided for the Securities, the Bail-in Tool may, pursuant to the SRM Regulation
and the SAG, be applied to the part of the Securities which exceeds the value of the collateral
provided for the Securities. Thus, if the Issuer is failing or likely to fail, the competent resolution
authority could come to the conclusion that the collateral is not sufficient to secure the
Securities or parts thereof as required by the SRM Regulation and the SAG and apply the Bail-
9

1. GENERAL DESCRIPTION OF THE OFFERING PROGRAMME
In Tool to all or part of the Issuer's obligations under the Securities. It could also apply other
resolution measures, such as the transfer of the Securities to another debtor or a variation of
the Conditions of the Securities. Such measures could result in a scenario where payment
obligations under the Securities are not met, and Securityholders lose part or all of their
invested capital.
If the ranking of the Securities is not specified in the Specific Terms of the Securities
either as preferred or as non-preferred, the ranking of the Securities will be preferred
(in this case the Securities should be understood as specified in the Specific Terms of
the Securities as preferred).
Product categories and how the products work
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Certificates
Securities of the certificate product category may be issued under the Programme. The
certificates differ in each case in their design and in how they work. The different product
structures are consecutively numbered and each given different names to better identify them.
In this Securities Note, they are divided into the following groups that share product features:
- Certificates with capital protection
- Certificates with partial capital protection
- Certificates, X-Pert Certificates, Perpetual Certificates, Index Certificates, Performance
Certificates, Outperformance Certificates and Discount Certificates
- Bonus Certificates
- Express Certificates
- Express Worst of Basket Certificates "classic"
- Express Certificates without Barrier
- Express Worst of Basket Certificates without Barrier
- Outperformance Certificates
- Fixed Rate of Interest Certificates and Coupon Certificates
- Coupon Certificates with Barrier
- Coupon Worst of Basket Certificates with Barrier
- Coupon Certificates without Barrier
- Coupon Worst of Basket Certificates without Barrier
- Additional Certificates without capital protection
Payment under the certificates may depend on the performance of the Underlying. The
Securities may relate to shares or equity securities, indices, other securities, commodities,
rates of exchange, futures contracts, fund shares or interest rates as well as a basket
consisting of shares or equity securities, indices, other securities, commodities, rates of
exchange, futures contracts, fund shares or interest rates ("Underlying").
If the performance of the Underlying leads to redemption under the Securities, this is made
either in cash or by physical delivery of the Underlying or another asset. The certificates may
bear interest. Moreover, the occurrence of certain events may lead to early Termination of the
certificates.
In summary, investors in "Certificates with capital protection" always receive payment of a
Capital Protection Amount or Partial Capital Protection Amount at maturity, but, in the event of
positive performance of the Underlying, investors can additionally participate in such
performance depending on the product type, it may only be possible to participate partially
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