Obbligazione Deutsche Bank 4.5% ( US251525AP63 ) in USD

Deutsche Bank

99.8607 USD ▲

Germania

US251525AP63 ( in USD )

4.5% per anno ( pagato 2 volte l'anno)

31/03/2025

Prospetto opuscolo dell'obbligazione Deutsche Bank US251525AP63 en USD 4.5%, scadenza 31/03/2025

251525AP6

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

01/04/2025 ( In 18 giorni )

Deutsche Bank è una delle più grandi banche tedesche, operante a livello globale nel settore dei servizi finanziari.

The Obbligazione issued by Deutsche Bank ( Germany ) , in USD, with the ISIN code US251525AP63, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/03/2025

The Obbligazione issued by Deutsche Bank ( Germany ) , in USD, with the ISIN code US251525AP63, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Deutsche Bank ( Germany ) , in USD, with the ISIN code US251525AP63, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d896101d424b2.htm 424B2
Table of Contents
CALCU LAT I ON OF REGI ST RAT I ON FEE

T it le of Ea c h Cla ss of
Aggre ga t e
Am ount of
Se c urit ie s Offe re d

Offe ring Pric e

Re gist ra t ion Fe e
$1,500,000,000 4.50% Fixed Rate Subordinated Tier 2 Notes due 2025

$1,419,675,000(1)

$164,967(2)

(1)
This prospectus supplement relates to offers and sales of the notes in the United States.
(2)
Calculated and paid by Deutsche Bank Aktiengesellschaft in accordance with Rule 457(r).
Table of Contents
Re gist ra t ion St a t e m e nt N o. 3 3 3 -1 8 4 1 9 3
da t e d Se pt e m be r 2 8 , 2 0 1 2 ;
Rule 4 2 4 (b)(2 )

Prospe c t us Supple m e nt
To Prospectus dated September 28, 2012

De ut sc he Ba nk Ak t ie nge se llsc ha ft

$ 1 ,5 0 0 ,0 0 0 ,0 0 0 4 .5 0 % Fix e d Ra t e
Subordina t e d T ie r 2 N ot e s due 2 0 2 5
We, Deutsche Bank Aktiengesellschaft, are issuing $1,500,000,000 aggregate principal amount of 4.50% fixed rate subordinated Tier 2 notes, which we refer to as
the "Subordina t e d N ot e s ," due April 1, 2025, which we refer to as the "M a t urit y Da t e ." Subject to the imposition of a Resolution Measure (as defined herein) or any
redemption prior to the Maturity Date in the limited circumstances described herein, the Subordinated Notes will bear interest at a rate of 4.50% per year from (and
including) the date of issuance to (but excluding) the Maturity Date. Interest on the Subordinated Notes will be payable semi-annually in arrears on April 1 and October 1
of each year, commencing on October 1, 2015.
The Subordinated Notes constitute our direct, unconditional, unsecured and subordinated obligations and will be subordinate to the claims of our unsubordinated
creditors. They will rank at least on parity with the claims of the holders of all our other subordinated indebtedness, except as otherwise provided by applicable law or the
terms of any such other indebtedness, and in particular, they will rank in priority to the claims of the holders of any of our subordinated indebtedness that by its express
terms is stated to rank junior to the Subordinated Notes. The claims for interest, repayment and any other claims under the Subordinated Notes will be subordinated in the
event of our insolvency or liquidation to the claims of all other creditors which are not also subordinated and will, in any such event, only be satisfied after all claims
against us which are not subordinated have been satisfied in full. The ranking of our obligations will be as provided in the subordinated indenture among us, Wilmington
Trust, National Association, as trustee (which we refer to as the "T rust e e ") and Deutsche Bank Trust Company Americas, as paying agent, transfer agent and registrar
and authenticating agent (which we refer to as the "a ge nt s ").
T he Subordina t e d N ot e s m a y be w rit t e n dow n, 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 . 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.
By your acquisition of the Subordinated Notes, you will be deemed irrevocably to have agreed, and you will agree:

· to be bound by 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 (i) under the Subordinated Notes, (ii) under the subordinated

indenture or (iii) for the purpose of the Trust Indenture Act of 1939, as amended, which we refer to as the "T rust I nde nt ure Ac t ," (including, without limitation,
Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act.
By your acquisition of the Subordinated 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 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 Subordinated Notes.
We may redeem all, but not some, of the Subordinated Notes, with prior regulatory approval at our option at any time, for certain regulatory reasons or certain tax
reasons as described further herein.
We intend to apply to list the Subordinated Notes on the New York Stock Exchange in accordance with its rules.
I nve st ing in t he Subordina t e d N ot e s involve s risk s. Se e "Risk Fa c t ors" be ginning on pa ge PS -1 0 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 Subordina t e d 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 Subordina t e d 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.

http://www.sec.gov/Archives/edgar/data/1159508/000119312515113605/d896101d424b2.htm[3/31/2015 1:01:07 PM]

424B2
Proc e e ds, be fore
Pric e t o
U nde rw rit ing Disc ount s
Ex pe nse s, t o

Public (1 )

a nd Com m issions

us(1 )

Per Subordinated Note

$
199,220
$
900
$
198,320
Total

$1,494,150,000
$
6,750,000
$
1,487,400,000

(1)
We will pay the underwriter compensation of $900 per Subordinated Note. Total underwriting discounts and commissions payable by us will be $6,750,000.
The initial price to public set forth above does not include accrued interest, if any. Interest on the Subordinated Notes will accrue from April 1, 2015 and must be paid
by the purchaser if the Subordinated Notes are delivered after that date.
We expect that the Subordinated Notes will be ready for delivery through the book-entry facilities of The Depository Trust Company and its participants on or about
April 1, 2015. We will issue the Subordinated Notes in denominations of $200,000 and integral multiples of $1,000 in excess thereof.
Because Deutsche Bank Securities Inc. is both our affiliate and a member of the Financial Industry Regulatory Authority, Inc., which we refer to as "FI N RA ," the
offering of the Subordinated Notes will be conducted in accordance with the applicable provisions of FINRA Rule 5121. For more information, see the "Underwriting
(Conflicts of Interest)" section of this prospectus supplement.

Le a d Book -Running M a na ge r
De ut sc he Ba nk Se c urit ie s
Co -M a na ge rs

Ac a de m y Se c urit ie s, I nc .
BB& T Ca pit a l M a rk e t s
BN Y M e llon Ca pit a l M a rk e t s,
BofA M e rrill Lync h

LLC

Dre x e l H a m ilt on
H unt ingt on

I nve st m e nt Com pa ny

K e yBa nc Ca pit a l M a rk e t s

M isc hle r Fina nc ia l Group, I nc .

RBC Ca pit a l M a rk e t s

Re gions Se c urit ie s LLC

Sc ot ia ba nk

T D Se c urit ie s

U S Ba nc orp
The date of this Prospectus Supplement is March 27, 2015.
Table of Contents
T ABLE OF CON T EN T S

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

PS-2
WHERE YOU CAN FIND ADDITIONAL INFORMATION

PS-3
SUMMARY

PS-4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

PS-9
RISK FACTORS

PS-10
USE OF PROCEEDS

PS-15
EXCHANGE RATE INFORMATION

PS-16
DESCRIPTION OF THE SUBORDINATED NOTES

PS-17
THE DEPOSITARY

PS-26
BOOK-ENTRY, DELIVERY AND FORM

PS-28
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

PS-32
TAXATION BY GERMANY OF NON-RESIDENT HOLDERS

PS-34
BENEFIT PLAN INVESTOR CONSIDERATIONS

PS-36
UNDERWRITING (CONFLICTS OF INTEREST)

PS-38
LEGAL MATTERS

PS-44
EXPERTS

PS-45

Page
SUMMARY OF REGISTERED SECURITIES

1
ABOUT THIS PROSPECTUS

4
WHERE YOU CAN FIND ADDITIONAL INFORMATION

5
USE OF NON-GAAP FINANCIAL MEASURES

7
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

8
DEUTSCHE BANK AKTIENGESELLSCHAFT

10
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS

11
RATIO OF EARNINGS TO FIXED CHARGES

12
CAPITALIZATION & INDEBTEDNESS

13
USE OF PROCEEDS

14
DESCRIPTION OF ORDINARY SHARES

15
DESCRIPTION OF TRADABLE SUBSCRIPTION RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES

21
DESCRIPTION OF DEBT SECURITIES

22
http://www.sec.gov/Archives/edgar/data/1159508/000119312515113605/d896101d424b2.htm[3/31/2015 1:01:07 PM]

424B2
DESCRIPTION OF WARRANTS

32
DESCRIPTION OF PURCHASE CONTRACTS

34
DESCRIPTION OF UNITS

35
FORMS OF SECURITIES

36
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

41
EXPENSES OF THE ISSUE

43
LEGAL MATTERS

44
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

44
BENEFIT PLAN INVESTOR CONSIDERATIONS

44

PS-1
Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
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 Subordinated 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 Subordina t e d 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 Subordina t e d 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 Subordina t e d 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 Subordina t e d 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 Subordinated Notes are only available to, and any invitation, offer or agreement to subscribe for, purchase
or otherwise acquire such Subordinated Notes will be engaged 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.

PS-2
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. 333-184193) that we have filed with the
http://www.sec.gov/Archives/edgar/data/1159508/000119312515113605/d896101d424b2.htm[3/31/2015 1:01:07 PM]

424B2
Securities and Exchange Commission (which we refer to as the "SEC") under the Securities Act of 1933, as amended (which we
refer to as the "Se c urit ie s Ac t "). 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.
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 5 of the accompanying prospectus.
In addition to the specific documents incorporated by reference listed on page 5 of the accompanying prospectus, we
incorporate by reference in this prospectus supplement and the accompanying prospectus the Annual Report on Form 20-F of
Deutsche Bank AG for the year ended December 31, 2014, filed on March 20, 2015.
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 Securities Exchange Act of 1934, as amended (which we refer to as the "Ex c ha nge Ac t ") 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: +49-69-910-35395).

PS-3
Table of Contents
SU M M ARY
The following summary describes the Subordinated 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 Subordinated Notes under a subordinated indenture (which we refer to as the "Subordinated
Indenture") comprising a base subordinated indenture (which we refer to as the "Ba se Subordina t e d Indenture") entered into
on May 21, 2013 among us, Wilmington Trust, National Association, as trustee (which we refer to as the "Trustee") and Deutsche
Bank Trust Company Americas, as initial principal paying agent, transfer agent and registrar and authenticating agent (which we
refer to as the "agents"), and a supplement thereto relating to the Subordinated Notes (which we refer to as the "Supplemental
Subordinated Indenture") expected to be entered into on or about April 1, 2015 among us, the Trustee and the agents. The
Subordinated Notes will constitute a separate series of subordinated debt securities under the Subordinated Indenture. We filed the
Base Subordinated Indenture on May 21, 2013 as an exhibit to a post-effective amendment to the registration statement, and we
intend to file the Supplemental Subordinated Indenture with the SEC on or about April 1, 2015 as an exhibit to a Current Report on
Form 6-K. The terms of the Subordinated Notes include those stated in the Subordinated Indenture and those terms made part of
the Subordinated 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
$1,500,000,000 aggregate principal amount of 4.50% fixed rate subordinated Tier
2 notes due 2025, which we refer to as the "Subordina t e d N ot e s."

I ssue Da t e
April 1, 2015.

M a t urit y Da t e
We will repay the Subordinated Notes at 100% of their principal amount plus
accrued and unpaid interest on April 1, 2025, unless we redeem them earlier in
the limited circumstances described in "Description of the Subordinated Notes--
http://www.sec.gov/Archives/edgar/data/1159508/000119312515113605/d896101d424b2.htm[3/31/2015 1:01:07 PM]

424B2
Redemption."

Pric e t o Public
99.610%.

I nt e re st Ra t e
From (and including) the Issue Date to (but excluding) the Maturity Date, at a
rate of 4.50% per year.

I nt e re st Pa ym e nt Da t e s
April 1 and October 1 in each year commencing on October 1, 2015.

Re gula r Re c ord Da t e s
The Business Day preceding the relevant interest payment date. The term
"Business Day" means a day on which 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 and London.

Ra nk ing
The Subordinated Notes constitute our direct, unconditional, unsecured and
subordinated obligations and will be subordinate to the claims of our
unsubordinated creditors. They will rank at least on parity with the claims of the
holders of all our other subordinated indebtedness, except as otherwise provided
by applicable law or the terms of any such other indebtedness, and in particular,
they will rank in priority to the claims of the holders of any of our subordinated
indebtedness that by its

PS-4
Table of Contents
express terms is stated to rank junior to the Subordinated Notes. Any right to set
off any claims for interest, repayment and any other claims under the
Subordinated Notes, which we refer to as "Pa ym e nt Cla im s ," against claims of
ours will be excluded (see "Description of the Subordinated Notes--Waiver of
Right to Set-Off"). No collateral or guarantee will be given to secure Payment
Claims. The Payment Claims will be subordinated in the event of our insolvency

or liquidation to the claims of all other creditors which are not also subordinated
and will, in any such event, only be satisfied after all claims against us which are
not subordinated have been satisfied in full. No subsequent agreement may limit
the subordination pursuant to the provisions set out under "Description of the
Subordinated Notes--Status" or shorten the term of the Subordinated Notes or
any applicable notice period.

Re solut ion M e a sure s
By acquiring any Subordinated Notes, you 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 Subordinated 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
Subordinated Notes;

· convert the Subordinated Notes into ordinary shares or other instruments

qualifying as core equity tier 1 capital; and/or

· apply any other resolution measure, including, but not limited to, (i) any
transfer of the Subordinated Notes to another entity, (ii) the amendment of

the terms and conditions of the Subordinated Notes or (iii) the cancellation of
the Subordinated Notes.

We refer to each of these measures as a "Re solut ion M e a sure ." Resolution
Measures include, among others, the measures generally referred to within the
http://www.sec.gov/Archives/edgar/data/1159508/000119312515113605/d896101d424b2.htm[3/31/2015 1:01:07 PM]

424B2
meaning of the "bail-in tool" under the European directive of May 15, 2014
establishing a framework for the recovery and resolution of credit institutions and
investment firms as implemented by the German Recovery and Resolution Act

(Sanierungs- und Abwicklungsgesetz). For the avoidance of doubt, any non-
payment by us arising out of any such Resolution Measure will not constitute a
failure by us under the terms of the Subordinated Notes or the Subordinated
Indenture to make a payment of principal of, interest on, or other amounts owing
under the Subordinated Notes.

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

· to be bound by any Resolution Measure;

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

Resolution Measure; and

PS-5
Table of Contents
· that the imposition of any Resolution Measure will not constitute a default or
an event of default (i) under the Subordinated Notes, (ii) under
the
Subordinated Indenture or (iii) for the purpose of the Trust Indenture Act

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

By your acquisition of the Subordinated 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 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
Subordinated Notes.

By your acquisition of the Subordinated Notes, you will be deemed irrevocably to
have (i) consented to the imposition of any Resolution Measure as it may be
imposed without any prior notice by our competent resolution authority of its
decision to exercise such power with respect to the Subordinated Notes and
(ii) authorized, directed and requested The Depository Trust Company and any

direct participant in The Depository Trust Company or other intermediary through
which you hold such Subordinated Notes to take any and all necessary action, if
required, to implement the imposition of any Resolution Measure with respect to
the Subordinated Notes as it may be imposed, without any further action or
direction on your part or on the part of the Trustee or the agents.

N o Se c urit y
No security or guarantee of whatever kind is, or will at any time be, provided by
us or any other person securing your rights under the Subordinated Notes.

Furt he r I ssue s
We may, from time to time, without the consent of the holders of the
Subordinated Notes, issue additional notes under the Subordinated Indenture,
having the same ranking and same interest rate, maturity date, redemption terms
and other terms, except for the price to the public and issue date. Any such
additional notes, together with the Subordinated Notes offered by this prospectus
supplement, may constitute a single series of Subordinated Notes under the
Subordinated Indenture, provided that if such additional notes have the same
CUSIP, ISIN or other identifying number as the outstanding Subordinated Notes,
such additional notes must either (i) be issued with no more than a de minimis
http://www.sec.gov/Archives/edgar/data/1159508/000119312515113605/d896101d424b2.htm[3/31/2015 1:01:07 PM]

424B2
amount of original issue discount for U.S. federal income tax purposes or (ii) be
otherwise issued in a qualified reopening for U.S. federal income tax purposes.

T a x Re de m pt ion
Subject to the prior consent of our competent supervisory authority, we may
redeem all, but not some, of the Subordinated Notes, at any time at our option, at
100% of their principal amount together with any accrued and unpaid interest to
(but excluding) the date set for

PS-6
Table of Contents
redemption if, as a result of certain changes in the tax laws or regulations of the
Federal Republic of Germany or the United States, which becomes effective on
or after the Issue Date, or as a result of any application or official interpretation of
such laws or regulations not generally known before the Issue Date (as
described more fully under "Description of the Subordinated Notes--Redemption

--Tax Redemption"), withholding taxes are or there is a substantial probability
that they will be leviable on payments of principal or interest in respect of the
Subordinated Notes, and such withholding taxes would be payable by us as a
result of our obligation to pay "additional amounts" under the terms of the
Subordinated Notes (as described under "Description of the Subordinated Notes
--Payment of Additional Amounts").

Re gula t ory Re de m pt ion
Subject to the prior consent of our competent supervisory authority, we may
redeem all, but not some, of the Subordinated Notes, at any time at our option, at
100% of their principal amount together with any accrued and unpaid interest to
(but excluding) the date set for redemption if we determine, in our own discretion,
that (i) we may not treat the Subordinated Notes in their full aggregate principal
amount as Tier 2 capital for the purposes of our own funds in accordance with
applicable law, other than for certain reasons as described under "Description of
the Subordinated Notes--Redemption--Redemption for Regulatory Reasons," or
(ii) we are subject to any other form of a less advantageous regulatory own funds
treatment with respect to the Subordinated Notes than was the case as of the
Issue Date.

Re pa ym e nt Obliga t ion
Any redemption or repurchase of the Subordinated Notes prior to their scheduled
maturity will require the prior consent of our competent supervisory authority. If
the Subordinated Notes are redeemed or repurchased by us otherwise than in
the circumstances described under "Description of the Subordinated Notes--
Repurchase" and "Description of the Subordinated Notes--Redemption," 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 early redemption or repurchase.

Book -Ent ry I ssua nc e , Se t t le m e nt a nd
We will issue the Subordinated Notes in fully registered form in denominations of
Cle a ra nc e
$200,000 and integral multiples of $1,000 in excess thereof. The Subordinated
Notes will be represented by one or more global securities registered in the name
of a nominee of The Depository Trust Company (which we refer to as the
"De posit a ry"). You will hold beneficial interests in the Subordinated Notes
through the Depositary and its direct and indirect participants, including
Clearstream Banking, société anonyme (which we refer to as "Cle a rst re a m ,
Lux e m bourg ") and Euroclear Bank SA/NV (which we refer to as "Euroc le a r"),
and the Depositary and its direct and indirect participants will record your
beneficial interest on their books. We will not issue certificated notes except as
described in the accompanying prospectus. Settlement of the Subordinated Notes
will

PS-7
http://www.sec.gov/Archives/edgar/data/1159508/000119312515113605/d896101d424b2.htm[3/31/2015 1:01:07 PM]

424B2
Table of Contents
occur through the Depositary in same day funds. For information on the

Depositary's book-entry system, see "The Depositary" and "Book-Entry, Delivery
and Form."

I SI N
US251525AP63.

CU SI P
251525AP6.

Conflic t s of I nt e re st
Because Deutsche Bank Securities Inc. (which we refer to as "DBSI ") is both our
affiliate and a member of the Financial Industry Regulatory Authority, Inc. (which
we refer to as "FI N RA"), any distribution of the Subordinated Notes will be made
in compliance with the applicable provisions of FINRA Rule 5121 regarding a
FINRA member firm's distribution of the securities of an affiliate and related
conflicts of interest. In accordance with FINRA Rule 5121, DBSI may not make
sales in offerings of the Subordinated Notes to any of its discretionary accounts
without the prior written approval of the customer. For more information, see the
"Underwriting (Conflicts of Interest)" section of this prospectus supplement.

List ing a nd T ra ding
We intend to apply to list the Subordinated Notes on the New York Stock
Exchange in accordance with its rules.

T rust e e , Princ ipa l Pa ying Age nt ,
Wilmington Trust, National Association, a national banking association organized
T ra nsfe r Age nt a nd Re gist ra r a nd
and existing under the laws of the United States, having its corporate trust office
Aut he nt ic a t ing Age nt
at 116 Mercer Street, Suite 2 R, New York, New York 10012, will act as the
trustee for the Subordinated Notes. Deutsche Bank Trust Company Americas will
act as initial principal paying agent, transfer agent and registrar
and
authenticating agent for the Subordinated Notes.

T im ing a nd De live ry
We currently expect delivery of the Subordinated Notes to occur on April 1, 2015.

U se of Proc e e ds
We intend to use the net proceeds of the offering for general corporate purposes
and to further strengthen our regulatory capital base.

Gove rning La w
The Subordinated Notes and the Subordinated Indenture will be governed by and
construed in accordance with the laws of the State of New York, except for the
subordination provisions of each of the Subordinated Notes and the Subordinated
Indenture, which will be governed by and construed in accordance with German
law.

PS-8
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, and Section 21E of the Exchange Act. Forward-looking statements 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 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.
http://www.sec.gov/Archives/edgar/data/1159508/000119312515113605/d896101d424b2.htm[3/31/2015 1:01:07 PM]

424B2
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 to the conditions and environment referenced above;

· the aspirations and targets we have announced in connection with our "Strategy 2015+";

· the measures we intend to implement in connection with our "Strategy 2015+";

· 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;

· changes in our competitive environment;

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

· our success in implementing our strategic initiatives, including our "Strategy 2015+", and other responses to economic and

business conditions and the legal and regulatory environment and realizing the benefits anticipated therefrom;

· the impact on us of litigation, investigations and regulatory enforcement actions to which we are or may in the future

become subject; and
other factors, including those we refer to in "Item 3: Key Information--Risk Factors" of our most recent Annual Report on
Form 20-F, elsewhere in that Annual Report on Form 20-F, this prospectus supplement or the accompanying prospectus,
and others to which we do not refer.

PS-9
Table of Contents
RI SK FACT ORS
For a discussion of the risk factors affecting Deutsche Bank AG and its business, see "Item 3: Key Information--Risk Factors"
of our most recent Annual Report on Form 20-F and our current and periodic reports filed with the Securities and Exchange
Commission that are incorporated by reference into this prospectus supplement.
In addition, you should consider carefully the following discussion of risks before you decide that an investment in
the Subordinated Notes is suitable for you.
Our obliga t ions unde r t he Subordina t e d N ot e s a re subordina t e d.
Our obligations under the Subordinated Notes will be unsecured and subordinated and will rank junior in priority of payment to
the current and future claims of our creditors, other than claims in respect of any liability that is, or is expressed to be, subordinated
(except as otherwise provided by applicable law or the terms of such liability). We expect from time to time to incur additional
indebtedness or other obligations that will constitute senior indebtedness, and the Subordinated Indenture does not contain any
provisions restricting our ability to incur senior indebtedness. Although the Subordinated Notes may pay a higher rate of interest
http://www.sec.gov/Archives/edgar/data/1159508/000119312515113605/d896101d424b2.htm[3/31/2015 1:01:07 PM]

424B2
than comparable notes which are not so subordinated, there is a real risk that you will lose all or some of your investment should
we become insolvent since our assets would be available to pay such amounts only after all of our senior creditors have been paid
in full.
T he Subordina t e d N ot e s m a y be w rit t e n dow n, be c onve rt e d or be c om e subje c t t o ot he r re solut ion
m e a sure s. Y ou m a y lose pa rt or a ll of your inve st m e nt if a ny suc h m e a sure be c om e s a pplic a ble t o us.
On May 15, 2014, the European Parliament and the Council of the European Union published a directive for establishing a
framework for the recovery and resolution of credit institutions and investment firms (commonly referred to as the "Ba nk
Re c ove ry a nd Re solut ion Dire c t ive "). The Bank Recovery and Resolution Directive required each member state of the
European Union to adopt and publish by December 31, 2014 the laws, regulations and administrative provisions necessary to
comply with the Bank Recovery and Resolution Directive. To implement the Bank Recovery and Resolution Directive, Germany
adopted the Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz, or the "Re solut ion Ac t "), which became
effective on January 1, 2015.
Pursuant to the Resolution Act, the Subordinated Notes are 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, interest or any other amount in respect
of the Subordinated Notes, to convert the Subordinated Notes into ordinary shares or other instruments qualifying as core equity
tier 1 capital, or to apply any other resolution measure including (but not limited to) a transfer of the Subordinated Notes to another
entity, an amendment to the terms and conditions of the Subordinated Notes or a cancellation of the Subordinated Notes. We refer
to each of these measures pursuant to German and European law as applicable to us from time to time in effect, as a Resolution
Measure. Resolution Measures include, among others, the measures generally referred to within the meaning of the "bail-in tool"
under the Bank Recovery and Resolution Directive as implemented by the Resolution Act. Our competent resolution authority will
have to exercise its powers in a way that results in (i) common equity tier 1 capital instruments (such as ordinary shares of
Deutsche Bank AG) being written down first in proportion to the relevant losses, (ii) thereafter, the principal amount of other capital
instruments (additional tier 1 capital instruments and tier 2 capital instruments, such as the Subordinated Notes) being written down
on a permanent basis or converted into common equity tier 1 capital instruments in accordance with their order of priority and
(iii) thereafter, eligible liabilities being written down in accordance with a set order of priority. We expect additional Resolution
Measures to become applicable to us when the European regulation of July 15, 2014 relating to the resolution of credit institutions
and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund (commonly referred
to as the "SRM Re gula t ion") becomes effective on January 1, 2016 and prior to such date, if so provided in the law to be
adopted to conform German law to the SRM Regulation.

PS-10
Table of Contents
You would have no claim or other right against us arising out of any Resolution Measure, and we would have no obligation to
make payments under the Subordinated Notes following the imposition of a Resolution Measure. In particular, the imposition of any
Resolution Measure will not constitute a default or an event of default under the Subordinated Notes or the Subordinated Indenture
for the purpose of the Trust Indenture Act or give you any other right to accelerate or terminate the Subordinated Notes. Imposition
of a Resolution Measure would likely occur if we become, or are deemed by our competent supervisory authority to have become,
"non-viable" (as defined under the then applicable law) and are unable to continue our regulated banking activities without a
Resolution Measure becoming applicable to us.
There is some uncertainty as to what protections, if any, will be available to holders of securities that are subject to a
Resolution Measure and to the additional resolution powers that are anticipated to be granted to our competent resolution authority.
Under the Resolution Act, there are certain limited judicial proceedings available to challenge any resolution measures taken by our
competent resolution authority. Limited judicial proceedings to challenge resolution measures under European regulation (including
possible proceedings before the European Court of Justice) may also be available. However, proceedings such as these may not
be available under relevant law, and it remains unclear what remedies may be available to holders commencing such proceedings.
In addition, by your acquisition of the Subordinated Notes, you waive any and all claims against the Trustee and the paying agent,
and agree not to initiate a suit against the Trustee or the paying agent in respect of, and agree that the Trustee and the paying
agent will not be liable for, any action that the Trustee or the paying agent 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 Subordinated
Notes. Accordingly, you may have limited or circumscribed rights to challenge any decision of our competent resolution authority to
impose any Resolution Measure.
The extent to which the principal amount of, or other amount payable with respect to, the Subordinated Notes may be subject
to a Resolution Measure may depend on a number of factors that may be outside our control, and it will be difficult to predict when,
http://www.sec.gov/Archives/edgar/data/1159508/000119312515113605/d896101d424b2.htm[3/31/2015 1:01:07 PM]

Document Outline

#1">
- #1">