Obligation Deutsche Bank 6.05% ( XS2349766647 ) en USD

Deutsche Bank

100 % ▲

Allemagne

XS2349766647 ( en USD )

6.05% par an ( paiement semestriel )

10/06/2026

Prospectus brochure de l'obligation Deutsche Bank XS2349766647 en USD 6.05%, échéance 10/06/2026

200 000 USD

100 000 000 USD

10/06/2025 ( Dans 88 jours )

Deutsche Bank est une banque universelle allemande, offrant une large gamme de services financiers aux particuliers, entreprises et institutions, opérant à l'échelle mondiale.

L'Obligation émise par Deutsche Bank ( Allemagne ) , en USD, avec le code ISIN XS2349766647, paye un coupon de 6.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/06/2026

_______________
Prospectus
11 June 2021
_______________
Deutsche Bank Aktiengesel schaft
(Frankfurt am Main, Germany)

Issue of
USD 100,000,000 IDR Linked Notes due 2026
by
Deutsche Bank Aktiengesel schaft
Deutsche Bank Aktiengesel schaft (the "Issuer" or, together with its subsidiaries and affiliates, "Deutsche
Bank") has issued USD 100,000,000 IDR linked notes (the "Securities") on 10 June 2021 (the "Issue Date")
at an issue price of 100.00 per cent. of their aggregate principal amount (the "Issue Price"). The Securities
have been issued in a denomination of USD 200,000 each (the "Specified Denomination") and wil be
redeemed on 10 June 2026 (the "Maturity Date"), in accordance with provisions for Currency Linked
Redemption Securities as set forth herein in the terms and conditions applicable to the Securities (the "Terms
and Conditions"). They bear interest from, and including, the Issue Date to, but excluding, the Maturity Date
at a rate as set out in the Terms and Conditions, payable annual y in arrear on 10 June in each year,
commencing on 10 June 2021, in each case subject to adjustment in accordance with the Terms and
Conditions.
This prospectus (the "Prospectus") has been approved on 11 June 2021 (the "Date of Approval") by the
Luxembourg Stock Exchange (Bourse de Luxembourg; the "LuxSE") as a prospectus for the purposes of the
Luxembourg Law of 16 July 2019 on Prospectuses for Securities (loi du 16 juil et 2019 relative aux prospectus
pour valeurs mobilières; the "Luxembourg Prospectus Act") and comprises a prospectus under Part IV of
the Luxembourg Prospectus Act.
LuxSE only approves this Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the Luxembourg Prospectus Act and the Rules & Regulations of the Luxembourg
Stock Exchange. By approving this Prospectus, the LuxSE assumes no responsibility for the economic or
financial soundness of the transaction contemplated by this Prospectus or the quality or solvency of the
Issuer. Investors should make their own assessment as to the suitability of investing in the Securities.
Application has been made to the LuxSE to list the Securities on the official list of the LuxSE and to admit
the Securities to trading on the Euro MTF market (the "Euro MTF") operated by the LuxSE. The Euro MTF
is a multilateral trading facility for the purposes of Directive 2014/65/EU of the European Parliament and of
the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and
Directive 2011/61/EU ("MiFID I ") and therefore a non-EU-regulated market.
Lead Manager
Deutsche Bank

IMPORTANT NOTICES
The Securities have been issued pursuant to the Euro 80,000,000,000 Debt Issuance Programme (the
"Programme") of the Issuer. In connection with its Programme, the Issuer has prepared a securities note
dated 19 June 2020 (the "Securities Note") in accordance with Article 8(1) of Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when
securities are offered to the public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC. The Issuer has also prepared a registration document dated 3 May 2021 (the "Registration
Document"). The Securities Note was supplemented by the first supplement dated 13 November 2020 (the
"First Supplement to Securities Note") and the second supplement dated 4 January 2021 (the "Second
Supplement to Securities Note"). The Securities Note, the First Supplement to Securities Note and the
Second Supplement to Securities Note have been approved by the Commission de Surveil ance du Secteur
Financier.
This Prospectus shal be read and understood in conjunction with any documents incorporated herein by
reference (which documents include, inter alia, the Securities Note, the First Supplement to Securities Note,
the Second Supplement to Securities Note and the Registration Document) (see the section "Documents
Incorporated by Reference") and any supplement hereto.
The Lead Manager (as defined below) has not independently verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the Lead Manager as to the accuracy or completeness of the information contained or
incorporated by reference in this Prospectus or any other information provided by the Issuer in connection
with the Securities or their distribution. The Lead Manager does not accept any liability in relation to the
information contained or incorporated by reference in this Prospectus or any other information provided by
the Issuer in connection with the Securities or their distribution.
The only persons authorised to use this Prospectus are the Issuer and the Lead Manager.
No person is or has been authorised to give any information or to make any representations, other than those
contained in this Prospectus in connection with the issue and sale of the Securities and, if given or made,
such information or representations must not be relied upon as having been authorised by the Issuer or the
Lead Manager.
Neither this Prospectus nor any other information supplied in connection with the Securities (i) is intended to
provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the
Issuer or the Lead Manager that any recipient of this Prospectus or any other information supplied in
connection with the Securities should purchase any Securities. Each investor contemplating purchasing
Securities should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in
connection with the Securities constitutes an offer or invitation by or on behalf of the Issuer or the Lead
Manager to any person to subscribe for or to purchase any Securities. In making an investment decision,
investors must rely on their own examination of the Issuer and the terms of the Securities being offered,
including the merits and risks involved.
This Prospectus and any supplement hereto reflect the status as of their respective dates of issue. Neither
the delivery of this Prospectus nor the offering, sale or delivery of any Securities shal in any circumstances
imply that the information contained herein is accurate and complete at any time subsequent to the date
hereof or that there has been no adverse change in the financial condition of the Issuer since such date or
that any other information supplied in connection with the Securities is correct as of any time subsequent to
the date on which it is supplied or, if different, the date indicated in the document containing the same. The
Lead Manager expressly does not undertake to review the financial condition or affairs of the Issuer during
the life of the Securities or to advise any investor in the Securities of any information coming to its attention.
This Prospectus does not constitute an offer to sel or the solicitation of an offer to buy any Securities in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Securities may be restricted by law in certain
jurisdictions. None of the Issuer and the Lead Manager represent that this Prospectus may be lawful y
distributed, or that any Securities may be lawful y offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume
any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by
2

the Issuer or the Lead Manager which is intended to permit a public offering of any Securities or distribution
of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Securities
may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or 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
Prospectus or any Securities may come must inform themselves about, and observe, any such restrictions
on the distribution of this Prospectus and the offering and sale of Securities.
The Securities have not been approved or disapproved by the United States Securities and Exchange
Commission or any other securities commission or other regulatory authority in the United States, nor have
the foregoing authorities approved this Prospectus or confirmed the accuracy or the adequacy of the
information contained in this Prospectus. Any representation to the contrary is unlawful.
In particular, the Securities have not been and wil not be registered under the United States Securities Act
of 1933 (as amended) (the "Securities Act") and may not be offered or sold in the United States or to, or for
the account or benefit of, (a) a "U.S. person" as defined in Regulation S under the Securities Act, (b) a person
other than a "Non-United States person" as defined in Rule 4.7 under the United States Commodity
Exchange Act of 1936, as amended (the "Commodity Exchange Act"), or (c) a "U.S. person" as defined in
the Interpretive Guidance and Policy Statement Regarding Compliance with Certain Swap Regulations
promulgated by the Commodity Futures Trading Commission (the "CFTC") pursuant to the Commodity
Exchange Act, or in regulations or guidance adopted under the Commodity Exchange Act (each such person,
a "U.S. person"), unless the Securities are registered under the Securities Act or an exemption from the
registration requirements of the Securities Act is available.
The Securities do not constitute, and have not been marketed as, contracts of sale of a commodity for future
delivery (or options thereon) subject to the Commodity Exchange Act, and trading in the Securities has not
been approved by the CFTC pursuant to the Commodity Exchange Act.
The Securities are not deposits. The Securities are not insured by the U.S. Federal Deposit Insurance
Corporation or any other agency, and are subject to investment risk, including the possible loss of principal.
The Securities have not been approved or disapproved by the U.S. Federal Deposit Insurance Corporation
nor has the U.S. Federal Deposit Insurance Corporation passed on the adequacy or accuracy of this
Securities Note. Any representation of the contrary is unlawful. The Securities are subordinate to the claims
of depositors.
This Prospectus may not be used for the purpose of an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such an offer or solicitation.
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase any Securities and
should not be considered as a recommendation or a statement of an opinion (or a report of either of those
things) by the Issuer, the Lead Manager or either of them that any recipient of this Prospectus should
subscribe for or purchase any Securities. Each recipient of this Prospectus shal be taken to have made its
own appraisal of the condition (financial or otherwise) of the Issuer.
Neither the Lead Manager nor the Issuer make any representation to any purchaser of the Securities
regarding the legality of its investment under any applicable laws. Any purchaser of the Securities should be
able to bear the economic risk of an investment in the Securities for an indefinite period of time.
The language of this Prospectus is English.
MIFID I PRODUCT GOVERNANCE / ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS
ONLY TARGET MARKET
Solely for the purposes of the Manufacturer's product approval process, the target market assessment in
respect of the Securities has led to the conclusion that: (i) the target market for the Securities is eligible
counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID
I "), each having (1) advanced knowledge and/or experience with financial products, (2) a medium-term
investment horizon, (3) general capital formation/asset optimization as investment objective, (4) the ability to
bear losses resulting from interest rate changes and no or only minor capital loss bearing capacity if held to
maturity/cal , and (5) a medium risk tolerance, and (ii) al channels, which include an appropriateness check,
3

for distribution of the Securities to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, sel ing or recommending the Securities (a "Distributor") should take into
consideration the Manufacturer's target market assessment; however, a Distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Securities (by either adopting
or refining the Manufacturer's target market assessment) and determining appropriate distribution channels.
For the purposes of this provision, the expression "Manufacturer" means Deutsche Bank Aktiengesel schaft.
U.S. INFORMATION
The Securities are subject to U.S. tax law requirements and may not be offered, sold or delivered within the
United States of America (the "United States") or its possessions or to United States persons, except in
certain transactions permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings
given to them by the U.S. Internal Revenue Code of 1986 and the Treasury regulations promulgated
thereunder.

4

TABLE OF CONTENTS
Important Notices ........................................................................... 2
Risk Factors . . .. . . .. . . . . . .. . . .. . . .. . . . . . .. . . .. . . . . . .. . . .. . . .. . . . . . .. . . .. . . . . . .. . . .. . . .. . . . . . . 6
Responsibility Statement . . . .. . . .. . . . . . .. . . .. . . .. . . . . . .. . . .. . . . . . .. . . .. . . .. . . . . . .. . . .. . . . . . .. . 8
Description of the Securities . . . . . . . . . . .. . . . . . .. . . .. . . . . . .. . . .. . . .. . . . . . .. . . .. . . . . . .. . . .. . . .. . 9
I. Terms and Conditions ............... ..... ...... ...... ...... ..... ...... ...... ..... ...... ...... ...... ..... ...... ...... ..... 9
II. Additional Information ...... ...... ...... ..... ...... ...... ...... ..... ...... ...... ..... ...... ...... ...... ..... ...... ..... 18
Documents Incorporated by Reference . . . .. . . . . . .. . . .. . . . . . .. . . .. . . .. . . . . . .. . . .. . . . . . .. . . .. . . 20
General Information . . . . . . .. . . . . . .. . . .. . . .. . . . . . .. . . .. . . . . . .. . . .. . . .. . . . . . .. . . .. . . . . . .. . . .. . 23
Names and Addresses . . . . . . . . . .. . . .. . . . . . .. . . .. . . .. . . . . . .. . . .. . . . . . .. . . .. . . .. . . . . . .. . . .. . . . 24

5

RISK FACTORS
This section as well as those parts of the section "Risk Factors" set out in the Securities Note (and
supplements thereto) that are incorporated herein by reference describe factors that the Issuer
believes may affect its ability to fulfil its obligations under the Securities and/or are material for the
purpose of assessing the market risks associated with investing in the Securities. Al these factors
are contingencies which may or may not occur and the Issuer is not in a position to express a view
on the likelihood of any such contingency occurring.
The purchase of Securities involves substantial risks and is suitable only for investors who have the
knowledge and experience in financial and business matters necessary to enable them to evaluate
the risks and the merits of an investment in the Securities. Before making an investment decision,
prospective purchasers of the Securities should ensure that they understand the nature of the
Securities and the extent of their exposure to risks and that they consider careful y, in the light of
their own financial circumstances, financial condition and investment objectives, al the information
set forth in this Prospectus (including the information incorporated by reference in this Prospectus).
RISK FACTORS IN RESPECT OF THE SECURITIES
The Securities Have not Been Rated
Investors should note that no specific rating for the Securities has been applied for or sought.
The Issuer is not Obliged to Gross up any Payments in Respect of the Securities
The Issuer is not obliged to gross up any payments in respect of the Securities and al amounts payable in
respect of the Securities shal be made with such deduction or withholding of taxes, duties or governmental
charges of any nature whatsoever imposed, levied or col ected by the way of deduction or withholding, if
such deduction or withholding is required by law.
Investments in the Securities are subject to IDR exchange rate risks
The value of the Indonesian Rupiah ("IDR") against the U.S. dolar fluctuates from time to time and is affected
by changes in Indonesia, by international political and economic conditions and by many other factors. The
Notes are payable in U.S. dol ars but amounts payable under the Notes are linked to the Indonesian
Rupiah/U.S. dol ar exchange rate. If the value of the Indonesian Rupiah depreciates against the U.S. dol ar,
the value of a Securityholder's investment in the Notes wil decline in U.S. dol ar terms.
Further risk factors in respect of the Securities are set out in:
(i)
the general wording at the beginning of the section "Risk Factors" prior to the subsection "1. Risks
Relating to al Securities" set out on pages 16 to 17 of the Securities Note,
(ii)
the subsection "1. Risks Relating to al Securities" set out on pages 17 to 18 of the Securities Note,
(ii )
the subsection "2. Risks Relating to the Regulatory Classification of Notes - Risks Arising from a
Regulatory Bail-in and Other Resolution Measures" set out on pages 19 to 20 of the Securities Note,
(iv)
the subsection "3. Risks Relating to the Interest and Redemption Structures of Certain Types of
Securities - Risks Associated with Securities with a Fixed Rate of Interest" set out on page 21 of the
Securities Note,
(v)
the subsection "4. Risks Relating to Certain Features of Securities" (with the exception of the
subsections "Risks Associated with Securities Issued at a Substantial Discount or Premium", "Risks
Associated with Partly-paid Securities (Exempt Securities only)", "Risks Associated with Securities
which Are Issued in One or More Integral Multiples of the Specified Denomination", "Risks
Associated with the Issue of Green Securities", "Currency Related Risks in Relation to Securities
6

Denominated in Rouble", "Currency Related Risks in Relation to Securities Denominated in Turkish
Lira") set out on pages 40 to 45 of the Securities Note,
(vi)
the subsection "5. Risks Relating to the Taxation of Securities" set out on pages 45 to 46 of the
Securities Note,
(vii)
the subsection "6. Other Related Risks" (with the exception of the subsection "Certain
Considerations Relating to Public Offers of Securities") set out on pages 46 to 47 of the Securities
Note, and
(vii )
the subsection "A. Risk Factors" set out on page 3 of the Second Supplement to Securities Note.
The information set out in (i) to (vIi ) above is incorporated by reference in, and forms part of, this Prospectus
(see the section "Documents Incorporated by Reference" on page 20 of this Prospectus).
7

RESPONSIBILITY STATEMENT
Deutsche Bank Aktiengesel schaft (the "Responsible Person") with its registered office at Taunusanlage
12, 60325 Frankfurt am Main, Germany accepts responsibility for the information contained in this
Prospectus. The Issuer hereby declares that to the best of its knowledge and belief, having taken al
reasonable care to ensure that such is the case, the information contained in, or incorporated by reference
in, this Prospectus is in accordance with the facts and that this Prospectus makes no omission likely to affect
its import.
8

DESCRIPTION OF THE SECURITIES
PART I: TERMS AND CONDITIONS
The Terms and Conditions applicable to the Securities (the "Conditions") are as set out below.
This Part I. of the Prospectus is to be read in conjunction with the set of Terms and Conditions that apply to
Structured Notes set forth in the Securities Note as Option V. Capitalised terms shal have the meanings
specified in the Terms and Conditions.
Al references in this Part I. of the Prospectus to numbered Sections and Paragraphs are unless stated
otherwise to sections and paragraphs of the Terms and Conditions.
The placeholders in the provisions of the Terms and Conditions which are applicable to the Securities shal
be deemed to be completed and (as applicable) amended by the information contained in this Prospectus as
if such information were in the placeholders of such provisions. Al provisions in the Terms and Conditions
corresponding to items in this Prospectus which are either not selected or completed (and amended as
applicable) or which are deleted shal be deemed to be deleted from the Terms and Conditions applicable to
the Securities (the "Conditions").
The purchase of Securities involves substantial risks and is suitable only for investors who have the
knowledge and experience in financial and business matters necessary to enable them to evaluate
the risks and the merits of an investment in the Securities. Before making an investment decision,
prospective purchasers of Securities should ensure that they understand the nature of the Securities
and the extent of their exposure to risks and that they consider careful y, in the light of their own
financial circumstances, financial condition and investment objectives, al the information set forth
in the Securities Note (including the section "Risk Factors") and this Prospectus.
The Issuer is not obliged to gross up any payments in respect of the Securities and al amounts payable in
respect of the Securities shal be made with such deduction or withholding for or on account of any present
or future taxes, duties or governmental charges of any nature whatsoever imposed or levied by way of
deduction or withholding, if such deduction or withholding is required by law (including pursuant to Sections
1471 through 1474 of the U.S. Internal Revenue Code of 1986 (the "Code"), any regulations or agreements
thereunder, including any agreement pursuant to Section 1471(b) of the Code, or official interpretations
thereof ("FATCA") or pursuant to any law implementing an intergovernmental approach to FATCA).
1.
GOVERNING LAW
English law

2.
TYPE OF SECURITIES
Legal type
Bearer Securities
Appel ation
Notes
Partly-paid Securities
No
3.
CURRENCY, DENOMINATION, FORM,
CERTAIN DEFINITIONS (§ 1)
Specified Currency
U.S. Dol ars ("USD")
Aggregate Principal Amount
USD 100,000,000
Specified Denomination(s)
USD 200,000
Calculation Amount
USD 200,000
9

Form of Bearer Securities
TEFRA D
Temporary Global Security exchangeable for
Permanent Global Security

Exchangeable on request
Not applicable
Exchange Event provisions
Applicable
Global Security / Securities(s)
Classical Global Note (CGN)
Form of Registered Securities
Not applicable
Clearing System
Clearstream Banking S.A. ("CBL")
Euroclear Bank SA/NV Brussels ("Euroclear")
Alternative clearing provisions
Not applicable

4.
STATUS (§ 2)
Status of Securities
Unsubordinated
Ranking of Unsubordinated Securities
Preferred
Eligible Liabilities Format
Not applicable

5.
INTEREST (§ 3)
A.
Fixed Rate Securities
Not applicable
A.
Floating Rate or Other Variable Interest Applicable
Rate Securities
Interest Commencement Date
10 June 2021
Interest Payment Date(s)
10 June in each year from and including 10 June
2021 to and including the Scheduled Maturity Date
(as defined below), each subject to adjustment with
the Fol owing Business Day Convention.
A.1
Securities with Interest Switch
Not applicable
A.2
Equity or Index Linked Interest Not applicable
Securities
A.3
Inflation Linked Interest Securities
Not applicable
A.4
Commodity Linked Interest Securities
Not applicable

A.5
Fund Linked Interest Securities
Not applicable

A.6
Currency Linked Interest Securities
Applicable

Rate(s) of Interest
6.05 per cent. per annum multiplied by FX(0) / FX
10