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Deutsche Bank AG est une banque mondiale allemande offrant une large gamme de services financiers, notamment la banque de financement et d'investissement, la gestion de patrimoine et la banque privée.

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Deutsche Bank Aktiengesellschaft

(Frankfurt am Main, Germany)

Programme for the issuance of Notes, Certificates and Warrants

This document constitutes a base prospectus (the "Base Prospectus" or the "Prospectus") according to
Art. 5 (4) of the Prospectus Directive (Directive 2003/71/EC) as amended (which includes the amendments
made by Directive 2010/73/EU (the "2010 PD Amending Directive") to the extent that such amendments
have been implemented in a relevant Member State of the European Economic Area), as implemented by
the relevant provisions of the EU Member States, in connection with Regulation 809/2004 of the European
Commission. Under this Programme for the issuance of notes, certificates and warrants (the "Programme")
Deutsche Bank Aktiengesellschaft (the "Issuer" or "Deutsche Bank") may from time to time issue securities
("Securities"). The Securities may relate to one or more shares or equity securities, indices, other securities,
commodities, rates of exchange, futures contracts, fund units or shares, interest rates and/or other assets
(together, the "Underlying" and each a "Reference Item"). 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).
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 the Markets in Financial Instruments Directive (Directive 2004/39/EC).
Securities issued under the Programme may also be admitted to trading or listed on the Euro MTF exchange
regulated market operated by the Luxembourg Stock Exchange, other or further stock exchange(s) or
multilateral trading facility(ies) or may not be admitted to trading or listed.
This document has been approved as a base prospectus by the Commission de Surveillance du Secteur
Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated 10 July 2005
(the "Law") on prospectuses for securities which implements Directive 2003/71/EC (the "Prospectus
Directive") of the European Parliament and of the Council of 4th November 2003 into Luxembourg law. The
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 7(7) of the Law.
The Issuer has also requested the CSSF to provide the competent authorities in Austria, Belgium, Denmark,
Finland, France, Ireland, Italy, Norway, the Netherlands, Poland, Portugal, Spain, Sweden and the United
Kingdom with a certificate of approval (a "Notification") attesting that this base prospectus has been drawn
up in accordance with the Law. The Issuer may request the CSSF to provide competent authorities in
additional Member States within the European Economic Area with a Notification.
Prospective purchasers of the Securities should ensure that they understand fully the nature of the
Securities, as well as the extent of their exposure to risks associated with an investment in the
Securities and should consider the suitability of an investment in the Securities in the light of their
own particular financial, fiscal and other circumstances. Prospective purchasers of the Securities
should refer to the "Risk Factors" section of this Base Prospectus. The Securities will represent
unsubordinated, unsecured contractual obligations of the Issuer which will rank pari passu in all
respects with each other.
The Issuer shal not be liable for or otherwise obliged to pay, and the relevant Securityholder shal be liable
for and/or pay, any tax, duty, charge, withholding or other payment whatsoever in connection with the

Securities. All payments made by the Issuer shal be made subject to any tax, duty, charge, withholding or
other payment which may be required to be made, paid, withheld or deducted.
The Securities have not been and wil not be registered under the United States Securities Act of 1933, as
amended. Any offer or sale of the Securities must be made in a transaction exempt from the registration
requirements of such Act pursuant to Regulation S thereunder. The Securities may not be offered, sold or
otherwise transferred in the United States or to persons who are either U.S. persons defined as such in
Regulation S of such Act or persons who do not come within the definition of a non-United States person
under Rule 4.7 of the United States Commodity Exchange Act, as amended. For a description of certain
restrictions on the sale and transfer of the Securities, please refer to the General Sel ing and Transfer
Restrictions section of this Base Prospectus. This Base Prospectus wil be published in electronic form on
the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of the Issuer (www.x-
markets.db.com).
The date of this Base Prospectus is 12 June 2012.

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RESPONSIBILITY STATEMENT
Deutsche Bank Aktiengesellschaft (the "Responsible Person" and together with its subsidiaries and
affiliates "Deutsche Bank") with its registered office in Frankfurt is solely responsible for the information
given in this Base Prospectus. The Issuer hereby declares that to the best of its knowledge and belief,
having taken all reasonable care to ensure that such is the case, the information contained in this Base
Prospectus is in accordance with the facts and contains no omission likely to affect its import.
IMPORTANT NOTICES
No dealer, salesman or other person is authorised to give any information or to make any representation
other than those contained in this Base Prospectus in connection with the offering or sale of the Securities
and, if given or made, such information or representation must not be relied upon as having been authorised
by the Issuer. Neither this Base Prospectus nor any further information supplied in connection with the
Securities is intended to provide the basis of any credit or other evaluation and should not be considered as
a recommendation by the Issuer that any recipient of this Base Prospectus or any further information
supplied in connection with the Securities should purchase any of the Securities. Each investor
contemplating purchasing Securities should make its own independent investigation of the risks involved in
an investment in the Securities. Neither this Base Prospectus nor any other information supplied in
connection with the Securities constitutes an offer by or on behalf of the Issuer or any other person to
subscribe for or purchase any Securities.
The distribution of this Base Prospectus and the offering of the Securities in certain jurisdictions may be
restricted by law. The Issuer does not represent that this Base Prospectus may be lawfully distributed, or
that the Securities may be lawful y offered, in compliance with any applicable registration or other
requirements in any jurisdiction, or pursuant to an exemption available thereunder, and does not assume
any responsibility for facilitating any distribution or offering. Accordingly, the Securities may not be offered
or sold, directly or indirectly, and none of this Base Prospectus, any advertisement relating to the Securities
and any other offering material may be distributed or published in any jurisdiction, except under
circumstances that wil result in compliance with any applicable laws and regulations. Persons into whose
possession this Base Prospectus comes must inform themselves about, and observe, any such restrictions.
Please refer to General Selling and Transfer Restrictions contained in section VI entitled "General
Information on Taxation and Sel ing Restrictions".
In this Base Prospectus, all references to "", "Euro", or "EUR" are to the currency introduced at the start of
the third stage of European economic and monetary union pursuant to the Treaty on the functioning of the
European Union, as amended, all references to "CHF" are to Swiss Francs and al references to "U.S.
dollars", "U.S.$", "USD" and "$" refer to United States dollars.

3

TABLE OF CONTENTS

I.
Summary of the Programme ...................................................................................... 6
II.
Risk Factors ............................................................................................................. 20
A.
Risk Factors in Respect of the Issuer ........................................................... 20
B.
Risk Factors in Respect of the Securities...................................................... 23
1.
Introduction ........................................................................................ 23
2.
Risk factors relating to certain features of the Securities .................... 24
3.
Risk factors relating to the Underlying ............................................... 25
C.
Risk Factors Related to Securities General y ................................................ 32
1.
No Payments until Settlement............................................................ 32
2.
Adjustment Events and Adjustment/Termination Events .................... 32
3.
Taxation ............................................................................................ 33
4.
Changes in any applicable tax law or practice may have an
adverse effect on a Securityholder .................................................... 33
5.
Exercise Notices, Delivery Notices and Certifications ........................ 33
6.
Time Lag after Exercise ..................................................................... 34
7.
Physically settled Securities .............................................................. 34
8.
Settlement Systems ........................................................................... 34
9.
Substitution of the Issuer ................................................................... 34
D.
Risk Factors Relating to The Market Generally ............................................. 36
1.
Market Factors .................................................................................. 36
2.
Market Value ..................................................................................... 37
3.
Certain Hedging Considerations ........................................................ 37
4.
The Securities may be Illiquid ............................................................ 38
5.
Certain considerations relating to public offers of Securities .............. 39
E.
Conflicts of Interest ....................................................................................... 40
1.
Transactions Involving the Underlying ............................................... 40
2.
Parties Acting in Other Capacities ..................................................... 40
3.
Issuing of Other Derivative Instruments in Respect of the
Underlying ......................................................................................... 40
4.
Conducting of Hedging Transactions ................................................. 40
5.
Issue Price ......................................................................................... 40
6.
Re-offer Price and Inducements ........................................................ 40
7.
Market-Making for the Securities ....................................................... 41
8.
Market-Making for the Underlying ...................................................... 42
9.
Acting as Underwriter or Otherwise for the issuer of Underlying ........ 42
10.
Obtaining of Non-public Information................................................... 42
III.
General Information on the Programme ................................................................... 43
A.
Form of Document Publication ................................................................... 43
1.
Form of Document ............................................................................. 43
2.
Publication ......................................................................................... 43
B.
General Description of the Programme ......................................................... 45
C.
Documents Incorporated by Reference ........................................................ 50
1.
Documents Incorporated by Reference ............................................. 50
2.
Cross Reference List ......................................................................... 50
D.
General Information ...................................................................................... 54
1.
Authorisation ..................................................................................... 54
2.
Material Adverse Change in Deutsche Bank's Financial Position
and Significant Change in Deutsche Bank's Financial or Trading
Position ............................................................................................. 54

4

3.
Legal and Arbitration Proceedings ..................................................... 54
4.
Post Issuance Information ................................................................. 54
5.
Use of Proceeds ................................................................................ 54
E.
Deutsche Bank Aktiengesellschaft ................................................................ 55
1.
History and Development of the Bank ................................................ 55
2.
Registration Document ...................................................................... 55
IV.
General Conditions .................................................................................................. 57
V.
Form of Final Terms ............................................................................................... 146
VI.
General Information on Taxation and Sel ing Restrictions ...................................... 249
A.
General Taxation Information ..................................................................... 249
1.
Introduction ...................................................................................... 249
2.
Luxembourg .................................................................................... 249
3.
Germany ......................................................................................... 250
4.
United Kingdom ............................................................................... 253
5.
Italy.................................................................................................. 255
6.
Spain ............................................................................................... 264
7.
Portugal ........................................................................................... 267
8.
EU Savings Directive ....................................................................... 272
9.
Switzerland ...................................................................................... 273
B.
General Sel ing and Transfer Restrictions................................................... 275
1.
Introduction ...................................................................................... 275
2.
United States of America ................................................................. 275
3.
European Economic Area ................................................................ 276
4.
United Kingdom ............................................................................... 276
5.
Italy.................................................................................................. 277
6.
Portugal ........................................................................................... 277
7.
Kingdom of Spain ............................................................................ 278
8.
Switzerland ...................................................................................... 279
9.
Luxembourg .................................................................................... 279
10.
The Netherlands .............................................................................. 280
11.
General ........................................................................................... 280
VII.
Documents on Display ........................................................................................... 281

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II.
SUMMARY OF THE PROGRAMME
The information set out below is a summary only and should be read in conjunction with the rest of this Base
Prospectus as a whole, including any documents incorporated herein by reference. This summary is
intended to convey the essential characteristics and risks associated with the Issuer and the Securities and
does not purport to be complete. It is taken from, and is qualified in its entirety by, the remainder of this Base
Prospectus, including the General Conditions, which as completed and/or amended by the applicable Final
Terms constitute the legally binding conditions of the Securities. Accordingly, this summary should be read
as an introduction to the document, and any decision to invest in the Securities should be based on
consideration of this Base Prospectus as a whole by the investor.
Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of
the European Economic Area no civil liability will attach to the Issuer in any such Member State in respect of
this Summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read
together with the other parts of this Base Prospectus. Where a claim relating to information contained in this
Base Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff
may, under the national legislation of the Member State where the claim is brought, be required to bear the
costs of translating the Base Prospectus before the legal proceedings are initiated.
Words and expressions defined in the "General Conditions" below shal have the same meanings in this
Summary.
RISK FACTORS
Prospective investors should understand the risks of investing in any type of Security before they make their
investment decision. They should make their own independent decision to invest in any type of Security and
as to whether an investment in such Security is appropriate or proper for them based upon their own
judgement and upon advice from such legal, tax, accounting and other advisers as they deem necessary.
RISK FACTORS REGARDING THE ISSUER
An investment in Securities issued by Deutsche Bank AG bears the risk that Deutsche Bank AG is not able
to fulfil its obligations created by the Securities on the relevant due date.
Prospective investors should consider all information provided in the Registration Document referred to in
"Documents Incorporated by Reference" on page 50 of this Base Prospectus and consult with their own
professional advisers if they consider it necessary. The following describes risk factors relating to the
Issuer's ability to meet its obligations under the Securities. Ratings assigned to the Issuer by certain
independent rating agencies are an indicator of the Issuer's ability to meet its obligations in a timely manner.
The lower the assigned rating is on the respective scale the higher the respective rating agency assesses
the risk that obligations will not be met at all or not be met in a timely manner. Deutsche Bank is rated by
Standard & Poor's Credit Market Services France SAS ("S&P"), MIS UK, London ("Moody's") and by Fitch
Italia S.p.A. ("Fitch"), together with S&P and Moody's, the "Rating Agencies"). Each of the Rating Agencies
is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the
European Parliament and of the Council of 16 September 2009 on credit rating agencies (as amended by
Regulation (EU) 513/2011 of 11 May 2011) (the "CRA Regulation"). As such the Rating Agencies are
included in the list of credit rating agencies published by the European Securities and Markets Authority on
its website in accordance with such Regulation.
As of the publication date of this Base Prospectus, the following ratings were assigned to Deutsche Bank
AG:
Rating Agency
Long-term
Short-term
Outlook

6

S&P
A+
A-1
Negative
Moody's
Aa3
P-1
Under review for
downgrade
Fitch
A+
F1+
Stable
Rating agencies may change their ratings at short notice. A rating's change may affect the price of securities
outstanding.
A rating is not a recommendation to buy, sell, or hold notes, and may be subject to suspension,
downgrading, or withdrawal at short notice and at any time by the rating agency. Any such suspension,
downgrading, or withdrawal of a rating may have a negative effect on the market price of the Securities.
Deutsche Bank's financial strength, which is also reflected in its ratings described above, depends in
particular on its profitability. The following describes factors which may adversely affect Deutsche Bank`s
profitability:
Deutsche Bank has been and may continue to be affected by the ongoing global financial crisis and economic
downturn.
Market declines and volatility can materially and adversely affect Deutsche Bank's revenues and profits.
Deutsche Bank has incurred and may in the future incur significant losses from its trading and investment
activities due to market fluctuations.
Protracted market declines have reduced and may in the future reduce liquidity in the markets, making it
harder to sell assets and possibly leading to material losses.
Deutsche Bank has incurred losses, and may incur further losses, as a result of changes in the fair value of its
financial instruments.
Adverse economic conditions have caused and may in the future cause Deutsche Bank to incur higher credit
losses.
Even where losses are for Deutsche Bank's clients' accounts, they may fail to repay Deutsche Bank, leading
to material losses for Deutsche Bank, and its reputation can be harmed.
Deutsche Bank investment banking revenues may decline as a result of adverse market or economic
conditions.
Deutsche Bank may generate lower revenues from brokerage and other commission- and fee-based
businesses.
The risk management policies, procedures and methods leave Deutsche Bank exposed to unidentified or
unanticipated risks, which could lead to material losses.
Deutsche Bank's non-traditional credit businesses materially add to its traditional banking credit risks.
Deutsche Bank has been subject to contractual claims and litigation in respect of our U.S. residential
mortgage loan business that may materially and adversely affect its results.
Deutsche Bank has a continuous demand for liquidity to fund its business activities. It may suffer during
periods of market-wide or firm-specific liquidity constraints and is exposed to the risk that liquidity is not made
available to it even if its underlying business remains strong.

7

Deutsche Bank requires capital to support its business activities and meet regulatory requirements. Losses
could diminish Deutsche Bank's capital, and market conditions may prevent Deutsche Bank from raising
additional capital or increase its cost of capital.
Deutsche Bank operates in an increasingly regulated and litigious environment, potentially exposing it to
liability and other costs, the amounts of which may be difficult to estimate.
Regulatory reforms enacted and proposed in response to the financial crisis may significantly affect Deutsche
Bank's business model and the competitive environment.
Operational risks may disrupt Deutsche Bank's businesses.
The size of Deutsche Bank's clearing operations exposes it to a heightened risk of material losses should
these operations fail to function properly.
If Deutsche Bank is unable to implement its strategic initiatives, Deutsche Bank may be unable to achieve its
pre-tax profit targets and other financial objects, or incur losses or low profitability.
Deutsche Bank may have difficulty in identifying and executing acquisitions, and both making acquisitions and
avoiding them could materially harm Deutsche Bank's results of operations.
The effects of the execution of the takeover offer and the subsequent consolidation of the Deutsche Postbank
AG may differ materially from Deutsche Bank's expectations.
Postbank reported a loss before tax in each of 2009 and 2008, and although it reported a net profit before tax
in 2010, this does not indicate that it will be profitable in any future periods.
The consolidation of Postbank had a material adverse effect on Deutsche Bank's regulatory capital ratios, and
Deutsche Bank's assumptions and estimates concerning the effects of the consolidation on its regulatory
capital ratios may prove to be too optimistic.
Deutsche Bank's takeover of Postbank generated a significant combined amount of goodwill and other
intangible assets that must be tested for impairment periodically and at other times.
Deutsche Bank may have difficulties selling noncore assets at favorable prices, or at all.
Events at companies in which Deutsche Bank has invested may make it harder to sell its holdings and result
in material losses irrespective of market developments.
Intense competition, in Deutsche Bank's home market of Germany as well as in international markets, could
materially adversely impact its revenues and profitability.
Transactions with counterparties in countries designated by the U.S. State Department as state sponsors of
terrorism may lead potential customers and investors to avoid doing business with Deutsche Bank or
investing in its securities.

RISKS FACTORS REGARDING THE SECURITIES
An investment in the Securities involves risks. These risks may include, among others, equity market, bond
market, foreign exchange, interest rate, commodities, market volatility and economic, political and regulatory
risks and any combination of these and other risks. Prospective purchasers should be experienced with
respect to transactions in instruments such as the Securities and in the one or more underlying asset(s),
reference item(s) or other bases of reference for the Securities (the "Underlying" and each such constituent
a "Reference Item"). Prospective purchasers should understand the risks associated with an investment in

8

the Securities and should only reach an investment decision after careful consideration, with their legal, tax,
accounting and other advisers, of (a) the suitability of an investment in the Securities in the light of their own
particular financial, tax and other circumstances, (b) the information set out in this Base Prospectus and (c)
the Underlying.
The Securities may decline in value and investors should be prepared to sustain a partial or total loss of their
investment in the Securities. No assurance or representation is made that an investment in Securities will
offer any greater return than other comparable or alternative investments which may be available at the time
an investor acquires a Security.
An investment in the Securities should only be made after assessing the direction, timing and magnitude of
potential future changes in the value of the Underlying, and/or in the composition or method of calculation of
the Underlying. The return of any investment in the Securities will be dependent, inter alia, upon such
changes. More than one risk factor may have simultaneous effect with regard to the Securities such that the
effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a
compounding effect which may not be predictable. No assurance can be given as to the effect that any
combination of risk factors may have on the value of the Securities.
Securities may not be a suitable The Securities may not be a suitable investment for al investors. Each
investment for all investors
potential investor in the Securities must determine the suitability of that
investment in light of its own circumstances. Investors should consider
in particular whether the Securities are appropriate in light of their
overall investment portfolio and taking into account their exposure to
each relevant asset class.
Securities linked to the
Amounts payable or assets deliverable periodical y and/or on exercise
Underlying
or redemption of the Securities are linked to the Underlying which may
comprise one or more Reference Items.

The purchase of, or investment in, Securities linked to the Underlying
involves substantial risks. The Securities are not conventional
securities and carry various unique investment risks which prospective
investors should understand clearly before investing in the Securities.
Each prospective investor in the Securities should be familiar with
securities having characteristics similar to such Securities and should
fully review al documentation for and understand the General
Conditions of the Securities and the nature and extent of its exposure
to risk of loss.
Nature of the Underlying and
The amounts payable or assets deliverable on redemption or exercise
Reference Items:
or periodically under the Securities may be linked to one or more
Reference Items. These Securities will derive some or all of their value
by reference to the Reference Item(s). A Reference Item can be any
one or more of the following items:

(i)
a share or a basket of shares; or

(i )
an index or a basket of indices; or

(i i)
any other security or basket of other securities.

(iv)
a commodity or a basket of commodities; or

(v)
a rate of exchange or basket of rates of exchange; or

(vi)
a futures contract or a basket of futures contracts; or

(vi ) a fund share or unit or a basket of fund shares or units; or

9

(vi i) an interest rate of a basket of interest rates; or

(ix)
some other asset or basis of reference or basket thereof; or

(x)
a combination of any of the foregoing Reference Items.

Payments or deliveries in respect of the Securities will be made on
such terms as specified in the applicable Final Terms. The nature of
Reference Items may vary widely and investors should conduct such
investigations as they determine appropriate in relation to each
Reference Item.
Valuation
The relevant price or value of a Reference Item may be observed
continuously during the life of the Securities or over certain periods or
on one or more valuation dates. It should be noted, however, that the
relevant time for valuation may be delayed in the case of a relevant
market disruption.

Any positive performance of a Reference Item may have no effect on
the Securities if such performance is not taken into account at a
relevant valuation time. Where the Underlying comprises more than
one Reference Item then the positive performance of one or more
Reference Items may be outweighed by any under performance of
other Reference Item(s). Historical prices of Reference Items may be
no indication of their future performance which may be influenced by a
wide range of factors.

Investors should review the relevant price or value which is to be
observed for each Reference Item. These may refer to published
prices or values on an exchange or quotation system or other market
measures. It should be noted that market data may not always be
transparent or accurate and to a large extent may reflect investor
sentiment at the relevant time. No assurance or representation is given
that any such price or value wil accurately reflect any intrinsic value of
the relevant Underlying.
Securities where relevant
Where an issue of Securities references a formula in the applicable
amounts payable or assets
Final Terms as the basis upon which the amounts payable and/or
deliverable are calculated by
assets deliverable are calculated, potential investors should ensure
reference to a formula
that they understand the relevant formula and if necessary seek advice
from their own adviser(s).
No Claim against the
While an investment in the Securities may bear similar market risk to a
Underlying or any Reference
direct investment in the relevant Underlying, a Security will not
Item
represent a claim against the Underlying or any Reference Item. A
Securityholder wil therefore not have recourse under a Security to any
Reference Item or any right to receive a Reference Item, except where
the Reference Item is a deliverable asset (and only then at the relevant
delivery time).
Leverage
Where the amounts payable and/or assets deliverable on exercise or
redemption of Securities or periodically may be determined by
reference to a ratio greater than one, prospective investors should note
that the effect of changes in the price or level of the Reference Item(s)
will be magnified.
Short exposure
In some cases Securities may offer a "short" exposure meaning that
the economic value of Securities wil increase only where the relevant

10