Obbligazione Deutsche Bank AG 6% ( DE000DB7XHP3 ) in EUR

Deutsche Bank AG

100 EUR ▼

Germania

DE000DB7XHP3 ( in EUR )

6% per anno ( pagato 1 volta l'anno)

perpetue

Prospetto opuscolo dell'obbligazione Deutsche Bank AG DE000DB7XHP3 en EUR 6%, scadenza perpetue

100 000 EUR

1 750 000 000 EUR

30/04/2025 ( In 47 giorni )

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

The Obbligazione issued by Deutsche Bank AG ( Germany ) , in EUR, with the ISIN code DE000DB7XHP3, pays a coupon of 6% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is perpetue

Deutsche Bank Aktiengesellschaft
Frankfurt am Main
incorporated as a stock corporation (Aktiengesel schaft) under German law

1,750,000,000 Undated Non-cumulative Fixed to Reset Rate Additional Tier 1 Notes of 2014
U.S.$1,250,000,000 Undated Non-cumulative Fixed to Reset Rate Additional Tier 1 Notes of 2014
This prospectus (the "Prospectus") relates to the issue of the 1,750,000,000 Undated Non-cumulative Fixed to Reset Rate Additional Tier 1 Notes in the
denomination of 100,000 each (the "NC8 Notes") and the U.S.$1,250,000,000 Undated Non-cumulative Fixed to Reset Rate Additional Tier 1 Notes in the
denomination of U.S.$200,000 each (the "$NC6 Notes" and, together with the NC8 Notes, the "Notes"), to be issued by Deutsche Bank Aktiengesellschaft,
Frankfurt am Main, Germany (the "Issuer", "Deutsche Bank" or the "Bank") on 27 May 2014 (the "Issue Date"). The issue price of the NC8 Notes is 100.011 per
cent. of their nominal amount (the "Issue Price" in respect of the NC8 Notes) and the issue price of the $NC6 Notes is 100.012 per cent. of their nominal amount
(the "Issue Price" in respect of the $NC6 Notes).
The NC8 Notes will bear interest on their nominal amount from (and including) the Issue Date to (but excluding) 30 April 2022 (the "First Call Date" in respect of
the NC8 Notes) at a fixed rate of 6.00 per cent. per annum; thereafter, the applicable Rate of Interest (as defined in the terms and conditions of the NC8 Notes)
wil be reset at five year intervals on the basis of the then prevailing 5-year EUR swap rate plus the initial credit spread. Interest shall be payable annually in arrear
on 30 April of each year, commencing 30 April 2015 (short first interest period).
The $NC6 Notes will bear interest on their nominal amount from (and including) the Issue Date to (but excluding) 30 April 2020 (the "First Call Date" in respect of
the $NC6 Notes) at a fixed rate of 6.25 per cent. per annum; thereafter, the applicable Rate of Interest (as defined in the terms and conditions of the $NC6 Notes)
wil be reset at five year intervals on the basis of the then prevailing 5-year USD swap rate plus the initial credit spread. Interest shall be payable annually in arrear
on 30 April of each year, commencing 30 April 2015 (short first interest period).
Payments of interest (each an "Interest Payment") are subject to cancellation, in whole or in part, and, if cancelled, are non-cumulative and Interest Payments in
following years wil not increase to compensate for any shortfall in Interest Payments in any previous year. The Notes do not have a maturity date. The Notes are
redeemable by Deutsche Bank at its discretion on the respective First Call Date and at five year intervals thereafter or in other limited circumstances and, in each
case, subject to limitations and conditions as described in the terms and conditions of the respective Notes. The redemption amount and the nominal amount of the
Notes may be reduced upon the occurrence of a Trigger Event (as defined and further described in § 5(8) of the terms and conditions of the respective Notes).
Each tranche of the Notes will initially be represented by a temporary global note, without interest coupons, which will be exchangeable in whole or in part for a
permanent global note without interest coupons, not earlier than 40 days after the Issue Date, upon certification as to non-U.S. beneficial ownership.
This Prospectus comprises a prospectus for the purposes of (i) Article 5.3 of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November
2003, as amended by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010 (the "Prospectus Directive"), and (ii) the relevant
implementing measures in the Grand Duchy of Luxembourg ("Luxembourg") and, in each case, for the purpose of giving information with regard to the issue of the
Notes and the Issuer. This Prospectus has been approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the
"CSSF") in its capacity as competent authority under the Luxembourg Loi relative aux prospectus pour valeurs mobilières of 10 July 2005 (the "Luxembourg
Prospectus Law") which implements the Prospectus Directive into Luxembourg law. The CSSF gives no undertaking as to the economic and financial soundness of
the transaction and the quality or solvency of the Issuer.
Application has been made for the NC8 Notes and the $NC6 Notes to be listed on the Official List of the Luxembourg Stock Exchange and to be admitted to trading
on the regulated market "Bourse de Luxembourg" of the Luxembourg Stock Exchange with effect of 27 May 2014. The regulated market of the Luxembourg Stock
Exchange is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial
instruments (the "MIFID Directive").
Investing in the Notes involves certain risks. Please review the section entitled "Risk Factors" beginning on page 8 of this Prospectus.
The Issuer expects that, upon issuance, the NC8 Notes and the $NC6 Notes will be assigned a rating of BB by Standard & Poor's Credit Market Services Europe
Ltd., Ba3 by Moody's Investors Service Ltd., London, United Kingdom, and BB+ by Fitch Ratings Ltd., United Kingdom A rating is not a recommendation to buy, sell,
or hold securities, and may be subject to revision, suspension or withdrawal at any time by the relevant rating agency.
THESE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
AND MAY BE OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES OF AMERICA TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS IN
RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.
This Prospectus will be published in electronic form together with any supplement thereto and any documents incorporated by reference herein or therein on the
website of the Luxembourg Stock Exchange (www.bourse.lu).
Global Coordinator and Bookrunner
Deutsche Bank
Joint Lead Managers for the NC8 Notes
Joint Lead Managers for the $NC6 Notes
Deutsche Bank
Commerzbank
Deutsche Bank
Commerzbank
Danske Bank
ING
Banca IMI
Société Générale Corporate
and Investment Banking
Raiffeisen Bank
Santander Global
UniCredit
UBS Investment Bank
International AG
Banking & Markets
Bank
Co-Lead Managers for the NC8 Notes
Co-Lead Managers for the $NC6 Notes
DZ BANK AG
NATIXIS
Credit Suisse
Nomura
SEB
Swedbank

Co-Managers for the NC8 Notes
Co-Managers for the $NC6 Notes
ABN AMRO
Banco Bilbao Vizcaya
BOC International
BofA Merrill Lynch
Argentaria, S.A.
Citi
DBS Bank Ltd.
Belfius Bank
Espírito Santo Investment Bank
Mitsubishi UFJ Securities
Mizuho Securities
KBC Bank NV
Landesbank
Morgan Stanley
SMBC Nikko
Baden-Würrtemberg

Millennium bcp
Standard Chartered Bank

The date of this Prospectus is 26 May 2014.

RESPONSIBILITY FOR THE PROSPECTUS
The Issuer accepts responsibility for the information contained in this Prospectus and hereby declares that, having taken all
reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in
accordance with the facts and does not omit anything likely to affect its import. Neither Commerzbank Aktiengesellschaft nor Banco
Santander S.A. nor Danske Bank A/S nor ING Bank N.V. nor Raiffeisen Bank International AG nor UniCredit Bank AG (together with
Deutsche Bank AG, London Branch, in its capacity as joint lead manager only, jointly the "Joint Lead Managers for the NC8
Notes") nor Commerzbank Aktiengesellschaft nor Banca IMI S.p.A. nor Société Générale nor UBS Limited (together with Deutsche
Bank AG, London Branch, in its capacity as joint lead manager only, jointly the "Joint Lead Managers for the $NC6 Notes") nor
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main nor Natixis nor Skandinaviska Enskilda Banken AB (publ)
nor Swedbank AB (publ.) (the "Co-Lead Managers for the NC8 Notes") nor Credit Suisse Securities (Europe) Limited nor Nomura
International Plc (the "Co-Lead Managers for the $NC6 Notes") nor ABN Amro Bank N.V. nor Banco Comercial Portugus S.A. nor
Banco Espirito Santo de Investimento, S.A. nor Banco Bilbao Vizcaya Argentaria, S.A. nor BELFIUS BANK SA/NV nor KBC Bank
NV nor Landesbank Baden-Württemberg nor Standard Chartered Bank (the "Co-Managers for the NC8 Notes") nor BOCI Asia
Limited nor Citigroup Global Markets nor DBS Bank Ltd. nor Merrill Lynch International nor Mitsubishi UFJ Securities International
plc nor Mizuho International plc nor Morgan Stanley & Co. International plc nor SMBC Nikko Capital Markets Limited (the "Co-
Managers for the $NC6 Notes" and, together with the Joint Lead Managers for the NC8 Notes and the Joint-Lead Managers for
the $NC6 Notes and the Co-Lead Managers for the NC8 Notes and the Co-Lead Managers for the $NC6 Notes and the Co-
Managers for the NC8 Notes and the Co-Managers for the $NC6 Notes, jointly the "Managers") nor Commerzbank International
S.A., Luxembourg (the "Initial Subscriber") have independently verified the information herein. Accordingly, no representation,
warranty or undertaking (express or implied) is made and no responsibility is accepted by the Managers (other than the Issuer) or
the Initial Subscriber as to the accuracy or completeness of the information contained or incorporated by reference in the
Prospectus. Neither the Initial Subscriber nor any of the Managers (other than the Issuer) accepts any liability in relation to the
information contained or incorporated by reference in this Prospectus.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with any documents incorporated
herein by reference.
No person is authorized to provide any information or to make any representation not contained in this Prospectus, and any
information or representation not contained in this Prospectus must not be relied upon as having been authorized by the Issuer, the
Managers or the Initial Subscriber. The delivery of this Prospectus at any time does not imply that the information contained herein is
correct as of any time subsequent to its date.
Neither this Prospectus nor any other information supplied in connection with the Notes constitutes an offer or invitation by or on
behalf of the Issuer, the Initial Subscriber, the Managers or any of them to any person to subscribe for or to purchase any Notes. No
action has been or wil be taken in any country or jurisdiction by the Issuer, the Initial Subscriber or the Managers that would permit a
public offering of the Notes, or possession or distribution of any offering material in relation thereto, in any country or jurisdiction
where action for that purpose is required. Persons who have access to this Prospectus are required by the Issuer, the Initial
Subscriber and the Managers to comply with all applicable laws and regulations in each country or jurisdictions in or from which they
purchase, offer, sell or deliver the Notes or have in their possession or distribution such offering material, in al cases at their own
expense.
This Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Issuer, the Initial Subscriber or
the Managers or any affiliate of any of them to subscribe for or purchase, any Notes in any jurisdiction by any person to whom it is
unlawful to make such an offer, invitation or solicitation in such jurisdiction. Applicable law in certain jurisdictions may restrict the
distribution of this Prospectus and the offering or sale of the Notes. The Issuer, the Initial Subscriber and the Managers require al
recipients of this Prospectus to inform themselves about and to observe any such restrictions. For a description of certain restrictions
on offers and sales of Notes and distribution of this Prospectus, see "Selling Restrictions" below.
Neither the U.S. Securities and Exchange Commission nor any other regulatory body in the United States has approved or
disapproved of these securities or determined whether this Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
References to "EUR", "Euro" and "" are to the euro, the currency introduced at the start of the third stage of the European
Economic and Monetary Union pursuant to the treaty establishing the European Community, as amended by the treaty on the
European Union, as amended. References to "USD", "US$" and "$" are to the U.S. Dollar, the official currency of the United States.
The terms "United States" and "U.S." mean the United States of America, its states, its territories, its possessions and al areas
subject to its jurisdiction.
In this Prospectus, al references to "bil ion" are references to one thousand mil ion. Due to rounding, the numbers presented
throughout this Prospectus may not add up precisely, and percentages may not precisely reflect absolute figures.

2

TABLE OF CONTENTS
RESPONSIBILITY FOR THE PROSPECTUS .............................................................................................................. 2
NOTICE....................................................................................................................................................................... 2
OVERVIEW OF THE NOTES....................................................................................................................................... 4
RISK FACTORS .......................................................................................................................................................... 8
FORWARD-LOOKING STATEMENTS RELATING TO THE BANK ............................................................................ 15
USE OF PROCEEDS................................................................................................................................................. 16
TERMS AND CONDITIONS OF THE NC8 NOTES .................................................................................................. 17
TERMS AND CONDITIONS OF THE $NC6 NOTES .................................................................................................. 37
INTEREST PAYMENTS AND AVAILABLE DISTRIBUTABLE ITEMS OF THE BANK................................................. 57
GENERAL INFORMATION ON THE ISSUER ............................................................................................................ 59
RECENT DEVELOPMENTS ...................................................................................................................................... 60
REGULATION ........................................................................................................................................................... 61
TAXATION................................................................................................................................................................. 62
SUBSCRIPTION AND SALE OF THE NOTES ........................................................................................................... 66
GENERAL INFORMATION ........................................................................................................................................ 68
DOCUMENTS INCORPORATED BY REFERENCE................................................................................................... 70

3

OVERVIEW OF THE NOTES
The fol owing overview contains basic information about the Notes and does not purport to be complete. It does not contain al the
information that is important to making a decision to invest in the Notes. For a more complete description of the Notes, please refer
to the section "Terms and Conditions of the NC8 Notes" or "Terms and Conditions of the $NC6 Notes", respectively, of this
Prospectus. For more information on the Issuer, its business and its financial condition and results of operations, please refer to the
section "General Information on the Issuer" of this Prospectus. Terms used in this overview and not otherwise defined have the
meanings given to them in the Terms and Conditions of the respective Notes.

Issuer
Deutsche Bank Aktiengesellschaft, Frankfurt am Main.
Notes
1,750,000,000 Undated Non-cumulative Fixed to Reset Rate Additional Tier 1 Notes of 2014.
U.S.$ 1,250,000,000 Undated Non-cumulative Fixed to Reset Rate Additional Tier 1 Notes of
2014.
Risk Factors
There are certain factors that may affect the Issuer's ability to fulfil its obligations under the
Notes. In addition, there are certain factors that are material for the purpose of assessing the
risks associated with an investment in the Notes. These risks are set out under the section "Risk
Factors" of this Prospectus.
Initial Subscriber
Commerzbank International S.A., Luxembourg.
Global Coordinator and
Deutsche Bank AG, London Branch.
Bookrunner
Joint-Lead Managers

- for the NC8 Notes
Deutsche Bank AG, London Branch; Commerzbank Aktiengesellschaft; Banco Santander S.A.;

Danske Bank A/S; ING Bank N.V.; Raiffeisen Bank International AG; UniCredit Bank AG.
- for the $NC6 Notes
Deutsche Bank AG, London Branch; Commerzbank Aktiengesellschaft; Banca IMI S.p.A.;
Société Générale; UBS Limited.
Co-Lead Managers

- for the NC8 Notes
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main; Natixis;

Skandinaviska Enskilda Banken AB (publ); Swedbank AB (publ.).
- for the $NC6 Notes
Credit Suisse Securities (Europe) Limited; Nomura International Plc.
Co-Managers

- for the NC8 Notes
ABN Amro Bank N.V.; Banco Comercial Portugus S.A.; Banco Espirito Santo de Investimento,

S.A.; Banco de Bilbao Vizcaya Argentaria, S.A.; BELFIUS BANK SA/NV; KBC Bank NV;

Landesbank Baden-Württemberg; Standard Chartered Bank.
- for the $NC6 Notes
BOCI Asia Limited; Citigroup Global Markets; DBS Bank Ltd.; Merril Lynch International;
Mitsubishi UFJ Securities International plc; Mizuho International plc; Morgan Stanley & Co.
International plc; SMBC Nikko Capital Markets Limited.
Paying Agent
Deutsche Bank Aktiengesellschaft, Frankfurt am Main.
Principal Amount

- of the NC8 Notes
1,750,000,000.
- of the $NC6 Notes
U.S.$ 1,250,000,000.

4

Issue Price

- of the NC8 Notes
100.011 per cent.
- of the $NC6 Notes
100.012 per cent.
Issue Date of the Notes
27 May 2014.
First Call Date

- of the NC8 Notes
30 April 2022.
- of the $NC6 Notes
30 April 2020.
Maturity
The Notes have no scheduled maturity and only provide for a termination right of the Issuer (cf.
" Termination Right of the Issuer" below) but not for a termination right of the Holders.
Specified Denomination

- of the NC8 Notes
100,000.
- of the $NC6 Notes
U.S.$ 200,000.
Use of Proceeds
The net proceeds from the issue of the Notes wil be used to strengthen Deutsche Bank's
regulatory capital base by providing Tier 1 capital for the Issuer.
Status of the Notes
The Notes constitute unsecured and subordinated obligations of the Issuer, ranking pari passu
among themselves and (subject to the subordination provision set out in the fol owing sentence)
pari passu with all other subordinated obligations of the Issuer. 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 the Notes shall be fully subordinated to
(i)
the claims of other unsubordinated creditors of the Issuer,
(i )
the claims under Tier 2 instruments, and
(i i)
the claims specified in § 39 (1) nos. 1 to 5 of the German Insolvency Statute
(Insolvenzordnung))
so that in any such event no amounts shal be payable in respect of the Notes until (i) the claims
of such other unsubordinated creditors of the Issuer, (i ) the claims under such Tier 2
instruments, and (i i) the claims specified in § 39 (1) nos. 1 to 5 of the German Insolvency
Statute have been satisfied in ful .
Interest Payments
Pursuant to the terms and conditions of the respective Notes, the Issuer wil (subject to the
provisions set out below, cf. " Discretionary Cancel ation of Interest" and " Compulsory
Cancel ation of Interest") from (and including) the Issue Date owe Interest Payments at the
applicable Rate of Interest, calculated annual y on the basis of the nominal amount of the
respective Notes from time to time (which may be lower than the initial nominal amount of the
respective Notes (cf. " Write-down of the Redemption Amount and the Nominal Amount of the
Notes" below)) and payable annual y in arrear on 30 April of each year, commencing on 30 April
2015 (short first interest period), subject to having accrued and being payable under the terms
and conditions of the respective Notes.
The Rate of Interest wil reset on the respective First Call Date and at five year intervals
thereafter. See § 3 of the terms and conditions of the respective Notes.
In respect of the NC8 Notes, the applicable Rate of Interest for the period from the Issue Date
(inclusive) to the First Call Date (exclusive) will be a fixed rate of 6.00 per cent. per annum;
thereafter, the applicable Rate of Interest (as defined in the terms and conditions of the NC8
Notes) wil be reset at five year intervals on each Reset Date (as defined in the terms and
conditions of the NC8 Notes) on the basis of the then prevailing 5-year EUR swap rate plus the
initial credit spread of 4.698.
In respect of the $NC6 Notes, the applicable Rate of Interest for the period from the Issue Date
(inclusive) to the First Call Date (exclusive) will be a fixed rate of 6.25 per cent. per annum;
thereafter, the applicable Rate of Interest (as defined in the terms and conditions of the $NC6

5

Notes) wil be reset at five year intervals on each Reset Date (as defined in the terms and
conditions of the $NC6 Notes) on the basis of the then prevailing 5-year USD swap rate plus the
initial credit spread of 4.358.
Discretionary Cancellation
Interest Payments will not accrue if the Issuer has elected, at its sole discretion, to cancel
of Interest
payment of interest (non-cumulative as set out below, cf. " Interest Payments are non-
cumulative"), in whole or in part, on any Interest Payment Date.
See § 3 (8) of the terms and conditions of the respective Notes.
Compulsory Cancellation of
In addition, Interest Payments will not accrue, in whole or in part, on any Interest Payment Date:
Interest
(a)
to the extent that such payment of interest together with any additional Distributions
(as defined below) that are simultaneously planned or made or that have been made
by the Issuer on the other Tier 1 Instruments (as defined below) in the then current
financial year of the Issuer would exceed the Available Distributable Items (as defined
in § 3 (9) of the terms and conditions of the respective Notes), provided that, for such
purpose, the Available Distributable Items shal be increased by an amount equal to
what has been accounted for as expenses for Distributions in respect of Tier 1
Instruments (including payments of interest on the respective Notes) in the
determination of the profit on which the Available Distributable Items are based; or
(b)
if and to the extent that the competent supervisory authority orders that al or part of
the relevant payment of interest be cancelled or another prohibition of Distributions is
imposed by law or an authority.
See § 3 (8) of the terms and conditions of the respective Notes.
Interest Payments are non-
Interest Payments are non-cumulative. Consequently, Interest Payments in fol owing years will
cumulative
not be increased to compensate for any shortfall in Interest Payments during a previous year
and such shortfal shal not constitute an event of default under the terms and conditions of the
respective Notes.
Termination Right of the
The Notes may be redeemed, in whole but not in part, subject to prior approval by the competent
Issuer
supervisory authority:
(a)
at any time for regulatory reasons, if the Issuer in its own judgment (i) is no longer able
to recognise the respective Notes in ful as Additional Tier 1 capital for purposes of complying
with its own funds requirements or (i ) in any other way be subject to a less favorable treatment
as own funds than was the case at the Issue Date;
(b)
at any time for tax reasons, if the tax treatment of the respective Notes, due to a change
in applicable legislation, including a change in any fiscal or regulatory legislation, rules or
practices, which takes effect after the Issue Date, changes (including but not limited to the tax
deductibility of interest payable under the Notes or the obligation to pay Additional Amounts) and
such change, in the judgment the Issuer, has a material adverse effect on the Issuer;
(c)
at the option of the Issuer on the First Cal Date and subsequently at 5 year intervals,
subject to any previous Write-down having been fully written-up.
If the Issuer elects, in its sole discretion and subject to prior approval by the competent
supervisory authority, to redeem the NC8 Notes or the $NC6 Notes, the respective Notes will
be repaid as a consequence thereof. In such case, the redemption amount per Note may be less
than its initial nominal amount due to a previous Write-down which has not been fully written-up
(cf. " Write-down of the Redemption Amount and the Nominal Amount of the Notes").
Write-down of the
Upon the occurrence of a Trigger Event, the redemption amount and the nominal amount of the
Redemption Amount and the respective Notes shal be automatically reduced by the amount of the relevant Write-down. If
Nominal Amount of the
and as long as the nominal amount of the respective Notes is below their initial nominal amount,
Notes
any repayment upon redemption of the respective Notes will be at the reduced nominal amount
of the respective Notes and, with effect from the beginning of the interest period in which such
Write-down occurs, any Interest Payment wil be calculated on the basis of the reduced nominal
amount of the respective Notes.
A Trigger Event will have occurred if the Issuer's Common Equity Tier 1 Capital Ratio fal s below
the Minimum CET1 Ratio of 5.125%.

6

Upon the occurrence of a Trigger Event, a Write-down shall be effected pro rata with al other
Additional Tier 1 instruments within the meaning of the CRR (Additional Tier 1 capital), the terms
of which provide for a write-down (whether permanent or temporary) upon the occurrence of a
Trigger Event. For such purpose, the total amount of the write-downs to be al ocated pro rata
shal be equal to the amount required to restore ful y the Common Equity Tier 1 Capital Ratio of
the Issuer to the Minimum CET1 Ratio.
The sum of the write-downs to be effected with respect to the respective Notes shall be limited to
the outstanding aggregate nominal amount of the respective Notes at the time of occurrence of
the relevant Trigger Event.
Fol owing a Write-down of the redemption amount and the nominal amount of the respective
Notes in accordance with the terms and conditions of the respective Notes described above, the
Issuer will be entitled (but not obliged) to effect, in its sole discretion an increase of the
redemption amount and the nominal amount of the respective Notes up to their initial nominal
amount, subject, however, to certain limitations set out in the terms and conditions of the
respective Notes.
Payment of Additional
If the Issuer is required to withhold or deduct at source amounts payable under the NC8 Notes
Amounts
or the $NC6 Notes on account of taxes in Germany, the Issuer wil , subject to customary
exemptions, pay Additional Amounts on the respective Notes to compensate for such deduction.
See § 7 of the terms and conditions of the respective Notes.
No set-off
No Holder may set off his claims arising under the Notes against any claims of the Issuer.
Form of the Notes
The NC8 Notes and the $NC6 Notes are bearer notes (Inhaberschuldverschreibungen), each
represented by one or more global notes without coupons or receipts.
Listing and Admission to
Application has been made to list the NC8 Notes and the $NC6 Notes on the Official List of the
trading
Luxembourg Stock Exchange and to trade them on the regulated market "Bourse de
Luxembourg" of the Luxembourg Stock Exchange.
Listing Agent
Deutsche Bank Luxembourg S.A., Luxembourg.
Governing Law
The NC8 Notes and the $NC6 Notes are governed by German law.
Credit Ratings of the Notes
The NC8 Notes and the $NC6 Notes, upon issuance, are expected to be assigned a rating of
BB by S&P, Ba3 by Moody's, and BB+ by Fitch. A rating is not a recommendation to buy, sel or
hold securities, and may be subject to revision, suspension or withdrawal at any time by the
relevant rating agency.
Selling Restrictions
There are restrictions on the offer, sale and transfer of the NC8 Notes and the $NC6 Notes.
See the section "Subscription and Sale of the Notes" below. For a description on additional
restrictions on offers, sales and deliveries of the Notes and on the distribution of offering material
in the United States and the United Kingdom see the section "Subscription and Sale of the
Notes" below.

7

RISK FACTORS
An investment in the Notes involves risks. The fol owing is designed to show aspects of the Notes and the business of Deutsche
Bank of which prospective investors should be aware. Investors should careful y consider the fol owing discussion of the risks and
the other information about the Notes contained in this Prospectus before deciding whether an investment in the Notes is suitable.
An investment in the Notes is only suitable for investors experienced in financial matters who are in a position to ful y assess the
risks relating to such an investment and who have sufficient financial means to absorb any potential loss stemming therefrom.
Risks relating to Deutsche Bank
Prospective investors should consider the section entitled "Risk Factors" provided in the Registration Document dated 27 May 2013
of the Issuer, as amended by the supplements thereto, as set out in the section "Documents Incorporated by Reference" on page 70
of this Prospectus.
Risks associated with an Investment in the Notes
The purchase of the Notes involves significant risks arising as a result of specific characteristics of the Notes.
The Notes may not be a suitable investment for all investors.
Potential investors must determine the suitability (either alone or with the help of a financial adviser) of an investment in the Notes in
light of their own circumstances. In particular, each potential investor should:
·
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in
the Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement to
this Prospectus;
·
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of his/her particular financial
situation, an investment in the Notes and the impact such investment wil have on his/her overall investment portfolio;
·
have sufficient financial resources and liquidity to bear al of the risks of an investment in the Notes, including the risk not to
receive any return on investment or repayment of the invested amount, and also including risks arising if the currency for
principal or interest payments on the Notes, i.e. Euro for the NC8 Notes and USD for the $NC6 Notes, is different from the
currency in which his/her financial activities are principally denominated;
·
understand thoroughly the terms of the Notes and be familiar with the behaviour of the financial markets; and
·
be able to evaluate possible scenarios for economic, interest rate and other factors that may affect his/her investment and
his/her ability to bear the applicable risks.
Prior to making an investment decision, potential investors should consider carefully, in light of their own financial circumstances and
investment objectives, all the information contained in this Prospectus or incorporated by reference herein.
Interest Payments are entirely discretionary and subject to the fulfilment of certain conditions. If the Issuer
elects not to make an Interest Payment, such deferral will be non-cumulative, i.e. the Issuer will be under no
obligation to make up for such non-payment at any later point of time. There will be no circumstances under
which an Interest Payment will be compulsory for the Issuer.
The NC8 Notes and the $NC6 Notes accrue Interest Payments in accordance with their respective terms. However, pursuant to the
terms and conditions of the respective Notes, no Interest Payments will accrue or be payable by the Issuer on any interest payment
date if (but only to the extent that):
(i)
the Issuer, in its sole discretion, elects to cancel all or part of any payment of interest which would otherwise fal due for
payment on such interest payment date; or
(i )
such payment of interest together with any additional Distributions (as defined below, cf. "Risk Factors Interest Payments
depend, among other things, on Deutsche Bank's Available Distributable Items.") that are simultaneously planned or made
or that have been made by the Issuer on the other Tier 1 Instruments (as defined below, cf. "Risk Factors Interest
Payments depend, among other things, on Deutsche Bank's Available Distributable Items.") in the then current financial
year of the Issuer would exceed the Available Distributable Items (as defined below, cf. "Risk Factors Interest Payments
depend, among other things, on Deutsche Bank's Available Distributable Items."), provided that, for such purpose, the
Available Distributable Items shal be increased by an amount equal to what has been accounted for as expenses for
Distributions in respect of Tier 1 Instruments (including payments of interest on the Notes) in the determination of the profit
on which the Available Distributable Items are based (cf. "Risk Factors Risks associated with an Investment in the Notes
 Interest Payments depend, among other things, on Deutsche Bank's Available Distributable Items" below); or

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(i i)
the competent supervisory authority orders that al or part of the relevant payment of interest be cancelled or another
prohibition of Distributions is imposed by law or an authority (cf. "Risk Factors Risks associated with an Investment in the
Notes Interest Payments may be excluded and cancel ed for regulatory reasons" below).
The Issuer may make the election to cancel the payment of any Interest Payment (in whole or in part) on any interest payment date
for any reason. In addition, the Issuer wil be legally prevented to pay interest (in whole or in part) if and to the extent any of the
conditions set out under (ii) to (i i) above is fulfil ed. No such election to cancel the payment of any Interest Payment (or part thereof)
or non-payment of any Interest Payment (or part thereof) wil entitle the Holders or any other person to demand such payment or to
take any action to cause the liquidation, dissolution or winding-up of the Issuer.
If due to any of the conditions set out above Interest Payments do not accrue and are not payable on any interest payment date,
such Interest Payment will not be paid at any later point of time (non-cumulative). Accordingly, Interest Payments on fol owing
interest payment dates will not be increased to compensate for any shortfal in Interest Payments on any previous interest payment
date.
Furthermore, if the Issuer exercises its discretion not to pay interest on the Notes on any interest payment date, this wil not give rise
to any restriction on the Issuer making distributions or any other payments to the holders of any instruments ranking pari passu with,
or junior to, the Notes.
Investors should be aware that there wil be no circumstances under which an Interest Payment wil be compulsory for the Issuer.
Certain market expectations may exist among investors in the Notes with regard to Deutsche Bank making Interest Payments.
Should the Issuer's actions diverge from such expectations or should the Issuer be prevented from meeting such expectations for
regulatory reasons, any such event which could result in an Interest Payment not being made or not being made in ful may
adversely affect the market value of the Notes and reduce the liquidity of the Notes.
Interest Payments depend, among other things, on the Issuer's Available Distributable Items.
The amounts payable as Interest Payments under the Notes depend, among others, on the future Available Distributable Items of
the Issuer. Interest Payments wil not accrue if (but only to the extent that) such payment, together with any Distributions that are
simultaneously planned or made or that have been made on Tier 1 Instruments in the then current financial year, would exceed
Available Distributable Items, provided, however, that for purposes of this determination the Available Distributable Items shal be
increased by an amount equal to the aggregate interest expense accounted for in respect of Distributions on Tier 1 Instruments
(including the Notes) when determining the profit which forms the basis of the Available Distributable Items (cf. "Risk Factors Risks
associated with an Investment in the Notes Interest Payments under the Notes are discretionary and subject to the fulfilment of
certain conditions. If the Issuer elects not to make an Interest Payment, such deferral wil be non-cumulative, i.e. the Issuer wil be
under no obligation to make up for such non-payment at any later point of time. There wil be no circumstances under which an
Interest Payment wil be compulsory for the Issuer." above). In such event, Holders would receive no, or reduced, Interest Payments
on the relevant interest payment date. With the annual profit and any distributable reserves of Deutsche Bank forming an essential
part of the Available Distributable Items, investors should also careful y review cf. "Risk Factors Risks relating to Deutsche Bank"
since any change in the financial prospects of the Issuer or its inherent profitability, in particular a reduction in the amount of profit
and/or distributable reserves on an unconsolidated basis, may have an adverse effect on the Issuer's ability to make a payment in
respect of the Notes.
"Available Distributable Items" means, with respect to any payment of interest, the profit (Gewinn) as of the end of the financial
year of the Issuer immediately preceding the relevant interest payment date for which audited financial statements are available,
plus (i) any profits carried forward and any distributable reserves (ausschüttungsfähige Rücklagen), minus (ii) any losses carried
forward and any profits which are non-distributable pursuant to applicable law or the articles of association of the Issuer and any
amounts al ocated to the non-distributable reserves, provided that such profits, losses and reserves shall be determined on the basis
of the unconsolidated financial statements of the Issuer prepared in accordance with German commercial law and not on the basis
of its consolidated financial statements.
"CRR" means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential
requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (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" shal refer to such amended provisions or successor provisions.
"Distributions" means any kind of payment of dividends or interest.
"Tier 1 Instruments" means capital instruments which, according to CRR, qualify as common equity Tier 1 capital or Additional
Tier 1 capital.
The Issuer's management has broad discretion within the applicable accounting principles to influence the amounts relevant for
determining the Available Distributable Items and the amount of the Distributions wil also be in the Issuer's discretion. Accordingly,
the Issuer is legal y capable of influencing its ability to make Interest Payments to the detriment of the Holders.

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Interest Payments may be excluded and cancelled for regulatory reasons.
Interest Payments wil also be excluded if (and to the extent) the competent supervisory authority (i.e. the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht BaFin) or any successor as regulator of the Issuer or any
other competent supervisory authority of the Issuer) (the "Competent Authority") instructs the Issuer to cancel an Interest Payment
or such Interest Payment is prohibited by law or administrative order on any interest payment date (cf. "Risk Factors Risks
associated with an Investment in the Notes Interest Payments under the Notes are discretionary and subject to the fulfilment of
certain conditions. If the Issuer elects not to make an Interest Payment, such deferral wil be non-cumulative, i.e. the Issuer wil be
under no obligation to make up for such non-payment at any later point of time. There wil be no circumstances under which an
Interest Payment wil be compulsory for the Issuer." above).
The CRR prohibits the Issuer from making an Interest Payment if (but only to the extent that) the relevant Interest Payment (plus any
Additional Amounts) would exceed the Issuer's Available Distributable Items as determined in accordance with the terms and
conditions of the respective Notes or if such payment does not meet any of the other conditions set out in Art. 52 (1) lit. (l) CRR.
However, it cannot be excluded that the European Union and/or the Federal Republic of Germany and/or any other competent
authority enacts further legislation affecting the Issuer and thereby also adversely affecting the right of the Holders to receive Interest
Payments on any interest payment date.
The right of the BaFin as Competent Authority to issue an order to the Issuer to cancel al or part of the Interest Payments is
stipulated in section 45 para 2 and para 3 of the German Banking Act (as amended by the German law implementing CRD IV)
(Kreditwesengesetz  "KWG"). Under the relevant provisions, regulatory action can be taken in cases of inadequate own funds or
inadequate liquidity. Cases of inadequate liquidity include a breach by the Issuer of the requirements under section 11 KWG or other
liquidity requirements. Cases of inadequacy of own funds within the meaning of section 45 para 2 and para 3 KWG exist if an
institution or the relevant group do not meet the minimum own funds requirements stipulated by CRR or, if applicable, the additional
capital requirements established under section 10 para 3 or para 4 KWG or section 45b para 1 sent. 2 KWG. More specifically, CRR
requires a minimum amount of total regulatory capital of 8% of the risk weighted assets of the institution respectively the relevant
group and also imposes minimum requirements for Tier 1 capital and Common Equity Tier 1 capital (all within the meaning of the
CRR), which are subject to a phased-in implementation. Section 45 para 3 and para 4 KWG and section 45b para 1 sent. 2 KWG
allow BaFin to establish a higher minimum requirement of regulatory capital under certain circumstances.
CRD IV also introduced capital buffer requirements that are in addition to the minimum capital requirement (and the additional
requirements under section 10 para 3 or para 4 KWG or section 45b para 1 sent. 2 KWG, if applicable) and are required to be met
with common equity tier 1 capital. The respective CRD IV requirements have been implemented into German law through sections
10c et seq. KWG which introduced five new capital buffers: (i) the capital conservation buffer (as implemented in Germany by
section 10c KWG), (i ) the institution-specific counter-cyclical buffer (as implemented in Germany by section 10d KWG), (ii ) the
global systemical y important institutions buffer or, depending on the institution, the other systemical y important institutions buffer
(as implemented in Germany by sections 10f and 10g KWG) and (iv) the systemic risk buffer (as implemented in Germany by
section 10e KWG). While the capital conservation buffer wil , after a phase-in period, be in any case applicable to the Issuer, one or
all of the other buffers may additional y be established and be applicable to the Issuer (whereby the global systemical y important
institutions buffer and the other systemically important institutions buffer may only be applied alternatively not cumulatively). All
applicable buffers will be aggregated in a combined buffer (as implemented by section 10i KWG), applying a calculation specified in
section 10i KWG. If the Issuer does not meet such combined buffer requirement, the Issuer wil be restricted from making Interest
Payments on the Notes in certain circumstances (set out in section 10i KWG, to be read in conjunction with section 37 of the
German Solvency Regulation (Solvabilitätsverordnung  "SolvV")) until BaFin has approved a capital conservation plan in which the
Issuer needs to explain how it can be ensured that the Interest Payments and certain other discretionary payments, including
distributions on Common Equity Tier 1 instruments and variable compensation payments, do not exceed the maximum distributable
amount. The maximum distributable amount is calculated as a percentage of the profits of the institution since the last distribution of
profits as further defined in section 37 para 2 SolvV. The applicable percentage is scaled according to the extent of the breach of the
combined buffer requirement. As an example, if the scaling is in the bottom quartile of the combined buffer requirement, no
discretionary distributions wil be permitted to be paid. As a consequence, in the event of breach of the combined buffer requirement
it may be necessary to reduce discretionary payments, including potential y exercising the Issuer's discretion to cancel (in whole or
in part) Interest Payments in respect of the Notes. Again, it cannot be excluded that the European Union and/or the Federal Republic
of Germany and/or any other competent authority enacts further legislation affecting the Issuer and thereby also adversely affecting
the right of the Holders to receive Interest Payments on any interest payment date.
Accordingly, even if the Issuer was intrinsically profitable and wil ing to make Interest Payments, it could be prevented from doing so
by regulatory provisions and/or regulatory action. In al such instances, Holders would receive no, or reduced, Interest Payments on
the relevant interest payment date.
Please also see "Risk Factors Risks associated with an Investment in the Notes The Notes may be written down or converted on
the occurrence of a non-viability event or if the Issuer becomes subject to resolution".
"CRD IV" means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of
credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and
repealing Directives 2006/48/EC and 2006/49/EC.

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