Obligation Deutsch Bank 6.75% ( DE000DL19WG7 ) en EUR

Deutsch Bank

94.69 % ▼

Allemagne

DE000DL19WG7 ( en EUR )

6.75% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Deutsche Bank DE000DL19WG7 en EUR 6.75%, échéance Perpétuelle

30/04/2026 ( Dans 188 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 Deutsch Bank ( Allemagne ) , en EUR, avec le code ISIN DE000DL19WG7, paye un coupon de 6.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

PROSPECTUS
dated 31 March 2022
Deutsche Bank Aktiengesellschaft
(Frankfurt am Main, Germany)
EUR 750,000,000 Undated Non-Cumulative Fixed to Reset Rate Additional Tier 1 Notes of 2022
ISIN DE000DL19WG7, Common Code 246481679, WKN DL19WG
Issue Price: 100.014 per cent.
This prospectus (the "Prospectus") relates to the issue of Undated Non-Cumulative Fixed to Reset Rate Additional Tier 1 Notes (the "Notes") in an
aggregate nominal amount of EUR 750,000,000 (the "Aggregate Nominal Amount") in the denomination of EUR 200,000 each (the "Initial Nominal
Amount"), to be issued by Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Germany (the "Issuer", "Deutsche Bank" or the "Bank" and together with
its subsidiaries, the "Deutsche Bank Group" or the "Group") on or about 4 April 2022 (the "Issue Date"). The issue price of the Notes is 100.014 per cent. of
the Aggregate Nominal Amount (the "Issue Price").
The Notes will bear interest on their Prevailing Nominal Amount (as defined below) from and including the Issue Date to but excluding 30 April 2029, being
the "First Reset Date" of the Notes, at a fixed rate of 6.750 per cent. per annum. Thereafter, and unless previously redeemed, the applicable Rate of Interest
(as defined in the terms and conditions of the Notes (the "Terms and Conditions of the Notes")) will be reset at five year intervals on the basis of the then
prevailing 5-year swap rate for euro swap transactions plus the initial credit spread of 5.692 per cent. per annum. Interest shall be payable annual y in arrear
on 30 April of each year (each an "Interest Payment Date"). The first Interest Payment Date is 30 April 2022 (short first interest period).
Payments of interest (each an "Interest Payment") are subject to cancellation, in whole or in part, and, if cancel ed, are non-cumulative and Interest
Payments in following years will not increase to compensate for any shortfall in Interest Payments in any previous year.
"Prevailing Nominal Amount" means, with respect to any Note: (i) at the date of the issue, the Initial Nominal Amount of such Note and (ii) thereafter, the
then outstanding nominal amount of such Note as reduced by any write-downs to the extent not made up for by write-ups (subject to limitations and
conditions as provided for in the Terms and Conditions of the Notes). In addition, if the relevant resolution authority were to exercise any write-down and
conversion powers, either the then outstanding nominal amount of the Notes wil be (permanently) written down or the Notes wil be converted to common
equity tier 1 instruments.
The Notes do not have a maturity date. The Notes are redeemable by Deutsche Bank, subject to the prior approval of the competent authority, on each
Business Day (as defined in the Terms and Conditions of the Notes) during the period from 30 October 2028 (inclusive) to the First Reset Date (inclusive) and
after the First Reset Date, on each Business Day falling in a period from 30 October (inclusive) immediately before each Interest Payment Date to such
Interest Payment Date (inclusive) (subject to any write-downs having been fully written up) or in other limited circumstances and, in each case, subject to
limitations and conditions as described in the Terms and Condition of the Notes. The redemption amount for each Note will be its Prevailing Nominal Amount.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to admit the Notes to trading on the regulated market
"Bourse de Luxembourg" of the Luxembourg Stock Exchange, which is a regulated market 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 (as amended) ("MiFID I ").
This document constitutes a simplified prospectus in respect of the Notes in accordance with (i) Articles 6 and 14(1)(b) 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 "Prospectus Regulation"), and (ii) Article 16 of the Commission Delegated Regulation (EU)
2019/980.
This Prospectus was approved on 31 March 2022 (the "Date of Approval") by the Commission de Surveillance du Secteur Financier (the "CSSF") of the
Grand Duchy of Luxembourg in its capacity as competent authority for purposes of the approval of the Prospectus under the Prospectus Regulation. The
CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject of this
Prospectus. In accordance with Article 6(4) of the Luxembourg Law of 16 July 209 on Prospectuses for Securities (loi du 16 juillet 2019 relative aux
prospectus pour valeurs mobilières; the "Luxembourg Prospectus Act"), by approving this Prospectus, the CSSF assumes no responsibility for
the economic or financial soundness of the transactions contemplated by this Prospectus or the quality and solvency of the Issuer. Investors
should make their own assessment as to the suitability of investing in the Notes.
The Notes have not been and wil not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may be offered
and sold only outside the United States of America to Non-U.S. Persons in Offshore Transactions in reliance on Regulation S under the Securities
Act. The Notes are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to
retail clients in the European Economic Area ("EEA"), the United Kingdom ("UK") or in any other jurisdiction. Prospective investors are referred to
the section headed "Important Notices" of this Prospectus for further information.
Singapore Securities and Futures Act Product Classification Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of
Singapore, as modified or amended from time to time (the "SFA") The Notes are (i) prescribed capital markets products (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018 of Singapore) and (ii) Excluded Investment Products (as defined in MAS Notice SFA 04-N12:
Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
This Prospectus wil be valid for a period of twelve months from its Date of Approval, i.e. until 31 March 2023. In case of a significant new factor,
material mistake or material inaccuracy relating to the information included in this Prospectus which may affect the assessment of the Notes and
which arises or is noted between the time when this Prospectus is approved and the time when trading of the Notes begins on the regulated
market "Bourse de Luxembourg" of the Luxembourg Stock Exchange, the Issuer wil prepare and publish a supplement to this Prospectus without
undue delay in accordance with Article 23 of the Prospectus Regulation. The obligation to supplement this Prospectus in the event of a significant
new factor, material mistake or material inaccuracy shall not apply once trading of the Notes on the regulated market of the Luxembourg Stock
Exchange has begun or this Prospectus is no longer valid, whichever occurs earlier.

Bookrunner and Lead Manager

DEUTSCHE BANK

Co-Lead Managers

BBVA
Commerzbank
DZ BANK AG
IMI-Intesa Sanpaolo
La Banque Postale
Lloyds Bank Corporate Markets
Wertpapierhandelsbank
NATIXIS
Santander
SEB

UniCredit

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This Prospectus, any document incorporated by reference in this Prospectus and any supplement relating to information contained in this Prospectus are
available in electronic form on the website of the Luxembourg Stock Exchange (ht ps:/ www.bourse.lu) and on the website of the Issuer (www.db.com under
"Investor Relations", "Creditor Information", "Prospectuses") and will be viewable on, and obtainable free of charge from, such websites. For the avoidance of
doubt, none of the information contained in the aforementioned websites (other than the information incorporated by reference in this Prospectus), forms part
of this Prospectus or has been scrutinised or approved by the CSSF.

2

IMPORTANT NOTICE
The Issuer accepts responsibility for the information contained in this Prospectus and hereby declares that, having taken al
reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in
accordance with the facts and does not omit anything likely to affect its import. Neither Deutsche Bank Aktiengesellschaft, acting as
bookrunner and lead manager, nor Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Commerzbank
Aktiengesellschaft, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, Intesa Sanpaolo S.p.A., La Banque
Postale, Lloyds Bank Corporate Markets Wertpapierhandelsbank GmbH, NATIXIS, Skandinaviska Enskilda Banken AB (publ), or
Unicredit Bank AG as co-lead managers (jointly the " Lead Managers" or the "Managers") have independently verified the
information in this Prospectus. Accordingly, no representation, warranty or undertaking (express or implied) is made and no
responsibility is accepted by the Managers (other than the Issuer) as to the accuracy or completeness of the information contained
or incorporated by reference in this Prospectus. The Managers (other than the Issuer) do not accept any liability in relation to the
information contained or incorporated by reference in this Prospectus.
This Prospectus should be read and understood in conjunction with any document incorporated by reference in this Prospectus
(see the section "Documents Incorporated by Reference" in this Prospectus) and any supplement relating to information contained
in this Prospectus. Full information on the Issuer is only available based on the combination of the information contained in this
Prospectus, any document incorporated by reference in this Prospectus and any supplement relating to information contained in
this Prospectus.
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 Notes and, if given or made, such information or representations must not
be relied upon as having been authorised by the Issuer, the Managers, the Paying Agent, the Calculation Agent or any of their
respective affiliates or advisors. Neither the delivery of this Prospectus nor any sale, allotment or solicitation made hereunder or
otherwise in connection with the offering of the Notes shall, under any circumstances, create any implication or constitute a
representation that the information herein is correct as of any time subsequent to the date hereof.
Neither this Prospectus nor any other information supplied in connection with the Notes (i) is intended to provide the basis of any
credit or other evaluation or (i ) should be considered as a recommendation by the Issuer or the Managers that any recipient of this
Prospectus or any recipient of any other information supplied in connection with the Notes should purchase Notes. Each investor
contemplating purchasing Notes 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
Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the Managers to subscribe for or to purchase Notes.
Investing in the Notes involves certain risks. For a discussion of certain significant factors affecting investments in the Notes, see
"Risk Factors". The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine
the suitability and appropriateness of that investment in light of its own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in
the Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation,
an investment in the Notes and the impact the Notes will have on its overall investment portfolio;
(iii)
have suf icient financial resources and liquidity to bear all of the risks of an investment in the Notes;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial
markets;
(v)
know, that it may not be possible to dispose of the Notes for a substantial period of time, if at al ;
(vi)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and
other factors that may affect its investment and its ability to bear the applicable risks;
(vii) be able to understand the accounting, legal, regulatory and tax implications of a purchase, holding and disposal of the
Notes.
During the life of the Notes, the risk factors specified in section "Risk Factors" below may impact the Notes at different points in time
and for different lengths of time. The Notes may have a risk profile that changes over time. Prospective investors should seek
advice from a professional financial adviser in order to further discuss and understand how the risk profile of the Notes will af ect
their overall investment portfolio. More than one risk factor may have simultaneous effect with regard to the Notes 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 ef ect that any combination of the risk factors set out in section "Risk
Factors" may have on the value of the Notes. If one or more of the risks described below occurs, this may result in material
decreases in the price of the Notes or, in the worst-case scenario, in a total loss of interest and the capital invested by the investor.
This Prospectus reflects the status as of the Date of Approval. Neither the delivery of this Prospectus nor the offering, sale or
delivery of Notes shall in any circumstances imply that the information contained in the aforementioned related documents is
accurate and complete subsequent to the date hereof or that there has been no adverse change in the financial condition of the
3

Issuer since such date or that any other information is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
This Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Issuer or the Managers or any
affiliate of any of them to subscribe for or purchase, any Notes in any jurisdiction by any person to whom it is unlawful to make such
an offer, invitation or solicitation in such jurisdiction. Applicable law in certain jurisdictions may restrict the distribution of this
Prospectus and the offering or sale of the Notes. The Issuer and the Managers require al recipients of this Prospectus to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers and sales of Notes and
distribution of this Prospectus as a whole, see "Subscription and Sale of the Notes" below.
If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Managers or any parent company or
affiliate of the Managers is a licensed broker or dealer in that jurisdiction and so agrees, the offering shall be deemed to be made
by the Managers or such parent company or affiliate on behalf of the Issuer in such jurisdiction.
Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other regulatory
authority, has approved or disapproved of the Notes; nor have any of the foregoing authorities passed upon or endorsed
the merits of this offering or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal
offense.
In particular, the Notes have not been and will 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 ("Regulation S"), (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").
The Notes 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 Notes has not been approved by the CFTC pursuant to the
Commodity Exchange Act.
The language of this Prospectus is English. However, the German language version of the Terms and Conditions of the Notes shal
be controlling and binding. An English language translation of the Terms and Conditions of the Notes is set out next to the German
language version.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by
Regulation (EU) No. 1286/2014 (the "PRI Ps Regulation") for of ering or selling the Notes or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law of the UK by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services
and Markets Authority ("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law of the UK by virtue of the EUWA; (i i) not a qualified investor as defined in Article 2 of Regulation (EU)
No. 2017/1129 as it forms part of domestic law of the UK by virtue of the EUWA. Consequently no key information document
required by Regulation (EU) No. 1286/2014 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE
Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has
led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined
in MiFID II; and (ii) al channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Notes (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 Notes (by either adopting or refining the manufacturer's target market assessment) and
determining appropriate distribution channels.
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UK MIFIR PRODUCT GOVERNANCE
Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has
led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook
Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (i ) all channels for distribution of the Notes
to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject
to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturer's target market assessment) and determining appropriate distribution channels.
RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS
The Notes issued pursuant to this Prospectus are complex financial instruments and are not a suitable or appropriate investment
for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect
to the offer or sale of securities such as the Notes to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product Intervention (Contingent
Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the "PI Instrument").
In addition, (i) on 1 January 2018, the PRIIPs Regulation became directly applicable in the EEA and (i ) MiFID II was required to be
implemented in EEA member states by 3 January 2018. Together, the PI Instrument, COBS, MiFID II, the PRIIPs Regulation,
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"),
Regulation (EU) No 2017/565 as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018
("UK Delegated Regulation"), and the UK PRIIPs Regulation are referred to as the "Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial instruments and the (ii)
offering, sale and distribution of packaged retail and insurance-based investment products and certain contingent write-down or
convertible securities such as the Notes. The Managers are required to comply with some or all of the Regulations. Potential
investors in the Notes should inform themselves of, and comply with, any applicable laws, regulations or regulatory guidance with
respect to any resale of the Notes (or any beneficial interests therein), including the Regulations. By purchasing, or making or
accepting an offer to purchase any Notes (or a beneficial interest in the Notes) from the Issuer and/or the Managers each
prospective investor represents, warrants, agrees with and undertakes to the Issuer and each of the Managers that:
(1)
(A)
it is not a retail client (as defined in MiFID II, UK Delegated Regulation or COBS); and

(B)
it is not a customer within the meaning of Directive (EU) 2016/97 (Insurance Distribution Directive), where that
customer would not qualify as a professional client as defined in point (10) of Article 4 (1) of MiFID II;
(2)
whether or not it is subject to the Regulations, it will not:

(A)
sell or offer the Notes (or any beneficial interest therein) to retail clients (as defined in MiFID II, UK Delegated
Regulation or COBS); or

(B)
communicate (including the distribution of the Prospectus) or approve an invitation or inducement to participate in,
acquire or underwrite the Notes (or any beneficial interests therein) where that invitation or inducement is addressed
to or disseminated in such a way that it is likely to be received by a retail client (in each case within the meaning of
the Regulations);

and in selling or offering the Notes or making or approving communications relating to the Notes it may not rely on the
limited exemptions set out in COBS;
(3)
if it is a person in Hong Kong, it is a 'professional investor' as defined in the Securities and Futures Ordinance (Cap. 571) of
Hong Kong (the "SFO") and any rules made under the SFO; and
(4)
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA or
the UK) relating to the promotion, offering, distribution and/or sale of the Notes (or any beneficial interests therein), including
(without limitation) MiFID II, UK Delegated Regulation or the UK FCA Handbook and any other such laws, regulations and
regulatory guidance as to determining the appropriateness and/or suitability of an investment in the Notes (or any beneficial
interests therein) by investors in any relevant jurisdiction.
Each prospective investor further acknowledges that:
(1)
the identified target market for the Notes (for the purposes of the product governance obligations in MiFID II or UK
Delegated Regulation), taking into account the five categories referred to in item 18 of the Guidelines published by the
European Securities and Markets Authority ("ESMA") on 5 February 2018, is eligible counterparties and professional clients
only;
5

(2)
no key information document (KID) under the PRIIPs Regulation has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation;
and
(3)
no key information document (KID) under the UK PRIIPs Regulation has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase,
any Notes (or any beneficial interests therein) from the Issuer and/or the Managers the foregoing representations, warranties,
agreements and undertakings will be given by and be binding upon both the agent and its underlying client.
BENCHMARKS DISCLOSURE STATEMENT ON REGISTRATION OF BENCHMARK
ADMINISTRATOR
Amounts payable under the Notes are calculated by reference to the 5 year swap rate for euro swap transactions, expressed as an
annual rate, which is provided by ICE Benchmark Administration Limited (the "Administrator"). As at the date of this Prospectus,
the Administrator does not appear on the register of administrators and benchmarks established and maintained by ESMA pursuant
to Article 36 of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). As far as the Issuer is aware, the transitional
provisions in Article 51 of the Benchmarks Regulation apply, such that the Administrator is not currently required to obtain
authorisation or registration (or, if located outside the European Union, recognition, endorsement or equivalence).
U.S. INFORMATION
The Notes 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 permit ed 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.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is incorporated as a German stock corporation with limited liability (Aktiengesellschaft). Most of the members of the
Management Board (Vorstand) and most of the members of the Supervisory Board (Aufsichtsrat) of the Issuer are non-residents of
the United States, and all or a portion of the assets of the Issuer and such persons are located outside the United States. As a
result, it may not be possible for holders or beneficial owners of the Notes to effect service of process within the United States upon
the Issuer or such persons, or to enforce against any of them in U.S. courts judgments obtained in such courts predicated upon the
civil liability provisions of the federal securities or other laws of the United States or any state or other jurisdiction thereof.
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AKTIENGESELLSCHAFT (THE "STABILISING
MANAGER") (OR PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A
VIEW TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABLISING MANAGER (OR PERSONS ACTING ON ITS
BEHALF) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AT ANY TIME
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS
MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30
CALENDAR DAYS AFTER THE ISSUE DATE AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
NOTES. ANY SUCH STABILISATION ACTION SHALL BE CONDUCTED IN COMPLIANCE WITH ALL LAWS, DIRECTIVES,
REGULATIONS AND RULES OF ANY RELEVANT JURISDICTION.
CERTAIN DEFINED TERMS AND CONVENTIONS
Capitalised terms which are used but not defined in any particular section of this Prospectus will have the meaning attributed to
them in the section entitled "Terms and Conditions of the Notes", as applicable, or any other section of this Prospectus.
In addition, the following terms as used in this Prospectus have the fol owing meanings: al references to "" or "EUR" are to euro.
6

TABLE OF CONTENTS
IMPORTANT NOTICE .............................................................................................................................................................. 3
OVERVIEW OF THE NOTES ................................................................................................................................................... 8
RISK FACTORS ..................................................................................................................................................................... 14
ESTIMATED NET PROCEEDS AND USE OF PROCEEDS .................................................................................................. 31
TERMS AND CONDITIONS OF THE NOTES ........................................................................................................................ 32
AVAILABLE DISTRIBUTABLE ITEMS AND RISK AND CAPITAL PERFORMANCE OF THE BANK .................................... 62
DESCRIPTION OF THE ISSUER ........................................................................................................................................... 65
TAXATION .............................................................................................................................................................................. 67
SUBSCRIPTION AND SALE OF THE NOTES ....................................................................................................................... 71
GENERAL INFORMATION ..................................................................................................................................................... 76
DOCUMENTS INCORPORATED BY REFERENCE .............................................................................................................. 78
NAMES AND ADDRESSES .................................................................................................................................................... 80

7

OVERVIEW OF THE NOTES
The following overview contains basic information about the Notes and does not purport to be complete. It does not contain all
the information that is important to making a decision to invest in the Notes. For a more complete description of the Notes,
please refer to the section "Terms and Conditions of the Notes" of this Prospectus. For more information on the Issuer, its
business and its financial condition and results of operations, please refer to the section "Description of the Issuer" of this
Prospectus. In the event of any inconsistency between this overview of the Notes and the information provided in the section
"Terms and Conditions of the Notes" of this Prospectus, the latter shall prevail. Terms used in this overview and not otherwise
defined have the meanings given to them in the Terms and Conditions of the Notes.
Issuer
Deutsche Bank Aktiengesel schaft, Frankfurt am Main.
Use of Proceeds
The net proceeds from the issue of the Notes will be used to strengthen Deutsche Bank's
regulatory capital base by providing Additional Tier 1 capital for the Issuer.
Notes
EUR 750,000,000 Undated Non-Cumulative Fixed to Reset Rate Additional Tier 1 Notes of
2022.
Risk Factors
There are certain factors that may affect the Issuer's ability to fulfil its obligations under the
Notes. In addition, there are certain factors that are material for the purpose of assessing the
risks associated with an investment in the Notes. These risks are set out under the section
"Risk Factors" of this Prospectus.
Lead Managers
Deutsche Bank Aktiengesel schaft as bookrunner and lead manager
Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Commerzbank
Aktiengesellschaft, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am
Main, Intesa Sanpaolo S.p.A., La Banque Postale, Lloyds Bank Corporate Markets
Wertpapierhandelsbank GmbH, NATIXIS, Skandinaviska Enskilda Banken AB (publ), and
Unicredit Bank AG as co-lead managers
Paying Agent; Calculation
Deutsche Bank Aktiengesel schaft, Frankfurt am Main, Trust & Agency Services.
Agent
Aggregate Nominal Amount EUR 750,000,000.
Initial Nominal Amount
EUR 200,000
Issue Price
100.014 per cent.
Issue Date of the Notes
On or about 4 April 2022.
Optional Redemption Dates The Issuer may cal the Notes for redemption at its discretion on each Optional Redemption
Date.

"Optional Redemption Date" means:
(i) each Business Day (as defined in the Terms and Conditions of the Notes) during the
period from 30 October 2028 (inclusive) to the First Reset Date (inclusive); and
(ii) after the First Reset Date, each Business Day falling in a period from 30 October
(inclusive) immediately before each Interest Payment Date to such Interest Payment
Date (inclusive).

"First Reset Date" means 30 April 2029.

"Interest Payment Date" means 30 April in each year. The first Interest Payment Date is
30 April 2022 (short first interest period).
Maturity
The Notes have no scheduled maturity and only provide for a termination right of the Issuer
(cf. "--Termination Right of the Issuer" below) but not for a termination right of the Holders.

"Holder" means any holder of a proportionate co-ownership or other beneficial interest or
right in the Notes which can be transferred based on applicable law and the rules and

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procedures of the Clearing System (as defined below).
Status of the Notes
The Notes are intended to qualify as own funds instruments within the meaning of Article 4(1)
no. 119 of Regulation (EU) No. 575/2013, as supplemented or amended from time to time
(Capital Requirements Regulation, "CRR") ("Own Funds Instruments") in the form of
Additional Tier 1 instruments (or "AT1 Instruments") as defined in Article 52 CRR or any
successor provision thereof.
The obligations under the Notes constitute unsecured and subordinated obligations of the
Issuer, ranking pari passu among themselves and, subject to applicable laws from time to
time pari passu with all other equally subordinated obligations of the Issuer constituting Own
Funds Instruments in the form of AT1 Instruments.
In the event of resolution measures imposed on the Issuer and in the event of the dissolution,
liquidation, insolvency, composition or other proceedings for the avoidance of insolvency of,
or against, the Issuer, the obligations under the Notes shall be fully subordinated to all
obligations which do not qualify as Own Funds Instruments in the form of AT1 Instruments or
Common Equity Tier 1 instruments; this includes
(i) all claims of unsubordinated creditors of the Issuer (including claims against the Issuer
under its unsubordinated non-preferred debt instruments within the meaning of § 46f(6)
sentence 1 of the German Banking Act (Kreditwesengesetz "KWG") (also in
conjunction with § 46f(9) KWG) or any successor provision thereto),
(ii) the claims specified in § 39(1) nos. 1 to 5 of the German Insolvency Statute
(Insolvenzordnung "InsO") or any successor provision thereto,
(iii) contractually subordinated obligations within the meaning of § 39(2) InsO or any
successor provision thereof of the Issuer which do not qualify as Own Funds
Instruments at the time of resolution measures being imposed on the Issuer or in the
event of a dissolution, liquidation, insolvency, composition or other proceedings for the
avoidance of insolvency of, or against, the Issuer,
(iv) the claims under tier 2 instruments with the meaning of Article 63 CRR of the Issuer,
and
(v) all other obligations of the Issuer which pursuant to mandatory law (including pursuant
to § 46f(7a) sentence 3 KWG or any successor provision thereto) have to be satisfied
with priority to AT1 Instruments.
In any such event, no amounts shall be payable in respect of the Notes until all senior ranking
obligations in accordance with this provision have been satisfied in ful .
If the Notes in their entirety no longer qualify as AT1 Instruments or other Own Funds
Instruments, the obligations under the Notes will, pursuant to § 46f (7a) KWG or any
successor provision thereto, rank in priority to all obligations under Own Funds Instruments.
Note on Payment
The provisions on subordination shall establish a payment prohibition to the effect that
Restrictions prior to an
payments on the Notes may only be made by the Issuer at its sole discretion and may only be
Insolvency
demanded by the Holders in accordance with this subordinated ranking provision; this
includes payments in connection with a purchase of the Notes by the Issuer.
In addition, irrespective of, and even prior to, the opening of any insolvency or liquidation
proceedings over the assets of the Issuer, pursuant to the Terms and Conditions of the
Notes, the Issuer shall not make a scheduled payment of interest or principal if (i) the Issuer
is over-indebted within the meaning of § 19 InsO or illiquid within the meaning of § 17 InsO on
the date of the relevant payment, or (ii) the payment of the relevant amount would result in an
over-indebtedness within the meaning of § 19 InsO or illiquidity within the meaning of § 17
InsO of the Issuer. Such a prohibition on payment may be in effect for an indefinite period of
time and even permanently.
No Set-Off; No Security
In accordance with § 10(5) KWG, no Holder may set off his claims arising under the Notes
against any claims of the Issuer. No collateral or guarantee is and shall at any time be
provided to secure claims of the Holders under the Notes. Any collateral or guarantee already
provided or granted in the future in connection with other liabilities of the Issuer may not be
used for claims under the Notes.

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Note on the Possibility of
Under the relevant resolution laws and regulations as applicable to the Issuer from time to
Statutory Resolution
time, the Notes may be subject to the powers exercised by the competent resolution authority
Measures
to: (a) write down, including writing down to zero, the claims for payment of the principal
amount, the interest amount or any other amount in respect of the Notes; (b) convert these
claims into ordinary shares of (i) the Issuer or (ii) any group entity or (i i) any bridge bank or
other instruments of ownership qualifying as Common Equity Tier 1 instruments (and issue or
confer on the Holders such instruments); and/or (c) apply any other resolution measure,
including, but not limited to, (i) any transfer of the Notes to another entity, (ii) the amendment,
modification or variation of the Terms and Conditions of the Notes or (iii) the cancellation of
the Notes, (each, a "Resolution Measure"). The Holders shall be bound by any Resolution
Measure. No Holders shall have any claim or other right against the Issuer arising out of any
Resolution Measure. In particular, the exercise of any Resolution Measure shal not constitute
an event of default.
Interest Payments
Pursuant to the Terms and Conditions of the Notes, the Issuer will (subject to the provisions
set out below, cf. "--Discretionary Cancellation of Interest" and "--Compulsory Cancellation
of Interest") from (and including) the Issue Date owe Interest Payments at the applicable Rate
of Interest (as defined in the Terms and Conditions of the Notes, cf. "--Rate of Interest"),
calculated annually on the basis of the Prevailing Nominal Amount of the Notes (which may
be lower than the Initial Nominal Amount of the Notes (cf. "--Write-down of the Redemption
Amount and the Nominal Amount of the Notes" below) and payable annually in arrear on
each Interest Payment Date.
"Prevailing Nominal Amount" means, with respect to any Note: (i) at the date of issue, the
Initial Nominal Amount of such Note and (ii) thereafter, the then outstanding nominal amount
of such Note as reduced by any write-downs pursuant to § 5(4)(a) of the Terms and
Conditions of the Notes (to the extent not made up for by write-ups pursuant to § 5(4)(b) of
the Terms and Conditions of the Notes).
Rate of Interest
The applicable Rate of Interest for the period from the Issue Date (inclusive) to 30 April 2029
(exclusive), being the First Reset Date of the Notes, will be a fixed rate of 6.750 per cent. per
annum; thereafter, the applicable Rate of Interest (as defined in the Terms and Conditions of
the Notes) will be reset at five year intervals on each Reset Date (as defined in the Terms
and Conditions of the Notes) on the basis of the then prevailing 5-year swap rate for euro
swap transactions plus the initial credit spread of 5.692 per cent., subject to certain
benchmark replacement fallback provisions as set forth § 3(2) of the Terms and Conditions of
the Notes.
Discretionary Cancellation
Interest Payments will not accrue if the Issuer has elected, at its sole discretion, to cancel
of Interest
payment of interest (non-cumulative as set out below, cf. "--Interest Payments are non-
cumulative"), in whole or in part, on any Interest Payment Date.
See § 3(8) of the Terms and Conditions of the Notes.
Compulsory Cancellation of In addition, Interest Payments will not accrue, in whole or in part, on any Interest Payment
Interest
Date:
(a)
to the extent that such payment of interest together with
(1)
any additional Distributions that are simultaneously planned or made or that
have been made by the Issuer on the Notes and other Tier 1 Instruments in the
then current financial year of the Issuer and
(2)
the total amount of write-ups (if any) in accordance with § 5(4)(b) of the Terms
and Conditions of the Notes or in respect of other AT1 Instruments which shall
be effected as of the relevant Interest Payment Date or have been ef ected in
the then current financial year of the Issuer

would exceed the Available Distributable Items, provided that, for such purpose, the
Available Distributable Items shall be increased by (i) an amount equal to what has
been accounted for as expenses for Distributions in respect of Tier 1 Instruments
(including payments of interest on the Notes) in the determination of the profit
(Gewinn) on which the Available Distributable Items are based, and (i ) any other
amounts that may be included for the purposes of determining the amounts
distributable on additional tier 1 instruments under capital regulations applicable to the
Issuer from time to time;
(b)
if and to the extent that the competent authority orders that all or part of the relevant

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