PROSPECTUS. Index (the. Deutsche Bank ISIN: DE000DT7HB28 / WKN: DT7HB2

Transcription

1 PROSPECTUS Deutsche Bank AG, London Branch (the "Issuer") Up to 1,000,000 KIKO Express Certificates linked to the EURO STOXX 50 "Securities") Issue Price: PLN 100 per KIKO Express Certificate ISIN: DE000DT7HB28 / WKN: DT7HB2 Index (the Application will be made to list on the Official List and for admission to trade the Securities on the regulated markets of (i) the Luxembourg Stock Exchange, and (ii) the Warsaw Stock Exchange, both of which are regulated markets for the purposes of Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the "Prospectus Directive"). This document has been approved as a prospectus (for the purposes of Article 5.3 of the Prospectus Directive) 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 the Prospectus Directive into Luxembourg law. By approving the Prospectus the CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this 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 authority in Poland with a certificate of approval (a "Notification") attesting that this prospectus has been drawn up in accordance with the Law. The Securities have not been and will not be and are not required to be registered under the United States Securities Act of 1933, as amended. The Securities may not be offered or sold except to persons located outside the United States. For a description of certain restrictions on the sale and transfer of the Securities, please refer to the General Information section of this document. For the avoidance of doubt the content of any website addresses or hyperlinks contained in this Prospectus do not form part of this Prospectus unless stated otherwise. IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF SECURITIES Restrictions on Non-exempt offers of Securities in Relevant Member States Any person making or intending to make an offer of Securities to the public in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus (a "Non-exempt Offer") in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") may only do so if this Prospectus has been approved by the competent authority in that Relevant Member State (or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State) and published in accordance with the Prospectus Directive, provided that the Issuer has consented to the use of this Prospectus in connection with such offer as provided under "Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades)" below and the terms of that consent are complied with by the person (the "Offeror") making the Non-exempt Offer of such Securities. Save as provided above, the Issuer has not authorised, nor does it authorise, the making of any Non-exempt Offer of Securities to the public in circumstances in which an obligation arises for the Issuer to publish or supplement the Prospectus for such offer. AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY SECURITIES IN A NON-EXEMPT OFFER FROM THE DISTRIBUTOR WILL DO SO, AND OFFERS AND SALES OF SUCH SECURITIES TO AN INVESTOR BY THE DISTRIBUTOR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN THE DISTRIBUTOR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE ISSUER WILL NOT BE A PARTY TO ANY SUCH ARRANGEMENTS WITH SUCH INVESTORS IN CONNECTION WITH THE NON-EXEMPT OFFER OR SALE OF THE SECURITIES CONCERNED AND, ACCORDINGLY, THIS PROSPECTUS WILL NOT CONTAIN SUCH INFORMATION. THE INVESTOR MUST LOOK TO THE DISTRIBUTOR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION AND THE DISTRIBUTOR WILL BE RESPONSIBLE FOR SUCH INFORMATION. THE ISSUER HAS NO RESPONSIBILITY OR LIABILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION. Dated 18 September 2015 Deutsche Bank

2 TABLE OF CONTENTS SUMMARY RELATING TO THE UP TO 1,000,000 KIKO EXPRESS CERTIFICATES LINKED TO THE EURO STOXX 50 INDEX... 3 RISK FACTORS A. ISSUER RISK FACTORS B. PRODUCT SPECIFIC RISK FACTORS C. GENERAL RISK FACTORS RELATING TO THE SECURITIES D. MARKET FACTORS E. CONFLICTS OF INTEREST CONSENT IMPORTANT INFORMATION ON THIS DOCUMENT A. RESPONSIBLE PERSONS IMPORTANT INFORMATION B. FORM OF DOCUMENT - PUBLICATION C. DOCUMENTS INCORPORATED BY REFERENCE D. GENERAL INFORMATION TERMS OF THE OFFER GENERAL INFORMATION A. GENERAL TAXATION INFORMATION B. GENERAL SELLING AND TRANSFER RESTRICTIONS INFORMATION RELATING TO THE SECURITIES A. ECONOMIC DESCRIPTION B. PRODUCT CONDITIONS C. GENERAL CONDITIONS INFORMATION RELATING TO THE UNDERLYING INFORMATION RELATING TO THE DEPOSIT BANK COUNTRY SPECIFIC INFORMATION PARTY LIST

3 SUMMARY RELATING TO THE UP TO 1,000,000 KIKO EXPRESS CERTIFICATES LINKED TO THE EURO STOXX 50 INDEX Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of Securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable". Element Section A Introduction and warnings A.1 Warning Warning that: the Summary should be read as an introduction to the Prospectus; any decision to invest in the Securities should be based on consideration of the Prospectus as a whole by the investor; where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the EU member states, have to bear the costs of translating the Prospectus, before the legal proceedings are initiated; and civil liability attaches only to those persons who have tabled the Summary including any translation thereof, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such Securities. A.2 Consent as to use of the Prospectus Element B.1 Legal and commercial name of the Issuer B.2 Domicile, Legal Form, Legislation and Country of Incorporation The Issuer consents to the use of the Prospectus for subsequent resale or final placement of the Securities by the following financial intermediary (individual consent): Deutsche Bank Polska S.A. (the "Distributor") The subsequent resale or final placement of Securities by the Distributor can be made from, and including, 24 September 2015 to, and including, the Primary Market End Date of 23 October 2015 (the "Subscription Period") as long as this Prospectus is valid in accordance with Article 9 of the Prospectus Directive. Such consent is subject to and given under the following conditions: (i) (ii) the consent is only valid during the Subscription Period specified herein; the only Offeror authorised to use this Prospectus to make a Nonexempt Offer of the Securities is the Distributor; (iii) the consent only extends to the use of this Prospectus to make Nonexempt Offers of the Securities in Poland; and (iv) the consent is subject to any other conditions set out herein. In case of an offer being made by a financial intermediary, this financial intermediary will provide information to investors on the terms and conditions of the offer at the time the offer is made. Section B Issuer Deutsche Bank Aktiengesellschaft ("Deutsche Bank AG" or the "Bank"), London branch. Deutsche Bank AG is a banking institution and a stock corporation incorporated under the laws of Germany and has its registered office in Frankfurt am Main, Germany. Deutsche Bank AG, London branch, is domiciled at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom. Deutsche Bank's country of incorporation is Germany. B.4b Known trends Not applicable, there are no known trends affecting Deutsche Bank AG and the 3

4 affecting the Issuer B.5 Description of the group B.9 Profit forecasts or estimate B.10 Nature of any qualifications in the audit report B.12 Selected historical key financial information No material adverse change in the prospects Significant changes in the financial or trading position B.13 Recent events particular to the issuer industries in which it operates. Deutsche Bank AG is the parent company of a group consisting of banks, capital market companies, fund management companies, a property finance company, instalment financing companies, research and consultancy companies and other domestic and foreign companies (the "Deutsche Bank Group"). Not applicable, no profit forecasts or estimates are included. Not applicable, there are no such qualifications. The following table shows an overview from the balance sheet and income statement of Deutsche Bank AG which has been extracted from the respective audited consolidated financial statements prepared in accordance with IFRS as of 31 December 2013 and 31 December 2014 as well as from the unaudited consolidated interim financial statements as of 30 June 2014 and 30 June December 2013 (IFRS, audited) 30 June 2014 (IFRS, unaudited) 31 December 2014 (IFRS, audited) 30 June 2015 (IFRS, unaudited) Share capital (in 2,609,919, ,530,939, ,530,939, ,530,939, EUR) 1 Number of ordinary 1,019,499,640 1,379,273,131 1,379,273,131 1,379,273,131 shares 1 Total assets (in million Euro) Total liabilities (in million Euro) Total equity (in million Euro) Core Tier 1 capital ratio / Common Equity Tier 1 capital ratio 2,3 1,611,400 1,665,410 1,708,703 1,694,176 1,556,434 1,597,009 1,635,481 1,618,440 54,966 68,401 73,223 75, % 14.7% 15.2% 14.2% 4 Tier 1 capital ratio % 15.5% 16.1% 14.9% Source webpage of the issuer as of 18 September 2015 (and the information appearing on such website does not form part of this Prospectus) The CRR/CRD 4 framework replaced the term Core Tier 1 by Common Equity Tier 1. Capital ratios for 2014 and 2015 are based upon transitional rules of the CRR/CRD 4 capital framework; prior periods are based upon Basel 2.5 rules excluding transitional items pursuant to the former section 64h (3) of the German Banking Act. The Common Equity Tier 1 capital ratio as of 30 June 2015 on the basis of CRR/CRD 4 fully loaded was 11.4%. 5 The Tier 1 capital ratio as of 30 June 2015 on the basis of CRR/CRD 4 fully loaded was 12.5%. There has been no material adverse change in the prospects of Deutsche Bank since 31 December Not applicable; there has been no significant change in the financial position or trading position of Deutsche Bank Group since 30 June Not applicable, there are no recent events particular to the Issuer which are to a material extent relevant to the evaluation of its solvency. 4

5 B.14 Issuer's dependence upon other entities B.15 Issuer's principal activities B.16 Controlling persons Element C.1 Type and class of Securities / Securities identification numbers Please read the following information together with Element B.5. Not applicable. The Issuer is not dependent upon other entities. The objects of Deutsche Bank, as laid down in its Articles of Association, include the transaction of all kinds of banking business, the provision of financial and other services and the promotion of international economic relations. The Bank may realise these objectives itself or through subsidiaries and affiliated companies. To the extent permitted by law, the Bank is entitled to transact all business and to take all steps which appear likely to promote the objectives of the Bank, in particular: to acquire and dispose of real estate, to establish branches at home and abroad, to acquire, administer and dispose of participations in other enterprises, and to conclude enterprise agreements. As of 31 December 2014, the Bank was organized into the following five corporate divisions: Corporate Banking & Securities (CB&S); Global Transaction Banking (GTB); Deutsche Asset & Wealth Management (Deutsche AWM); Private & Business Clients (PBC); and Non-Core Operations Unit (NCOU). The five corporate divisions are supported by infrastructure functions. In addition, Deutsche Bank has a regional management function that covers regional responsibilities worldwide. The Bank has operations or dealings with existing or potential customers in most countries in the world. These operations and dealings include: subsidiaries and branches in many countries; representative offices in other countries; and one or more representatives assigned to serve customers in a large number of additional countries. Not applicable. Based on notifications of major shareholdings pursuant to sections 21 et seq. of the German Securities Trading Act (Wertpapierhandelsgesetz WpHG), there are only two shareholders holding more than 5 but less than 10 per cent. of the Issuer's shares. To the Issuer's knowledge there is no other shareholder holding more than 3 per cent. of the shares. The Issuer is thus not directly or indirectly owned or controlled. Section C Securities KIKO Express Certificates linked to the EURO STOXX 50 Index ISIN: DE000DT7HB28 WKN Code: DT7HB2 The International Securities Identification Number (ISIN) uniquely identifies the Securities. C.2 Currency The Securities will be denominated in Polish Złoty (PLN). C.5 Restrictions on transferability C.8 Rights attached to the Securities, including ranking and limitations to those rights Not applicable, each security is transferable in accordance with applicable law and any rules and procedures for the time being of any Clearing Agent through whose books such Security is transferred. The Securities will have terms and conditions relating to, among other matters: Negative pledge The terms of the Securities do not contain a negative pledge provision. Events of default The terms of the Securities do not contain events of default. Status The Securities constitute unsubordinated, unsecured contractual obligations of the Issuer and rank pari passu in all respects with each other. 5

6 Limitations to the rights attached to the Securities Under the terms and conditions of the Securities, the Issuer is entitled to terminate and cancel the Securities and to amend the terms and conditions of the Securities. C.11 Admission to Trading C.15 How the value of the investment is affected by the value of the underlying instrument(s) C.16 Expiration date C.17 Settlement Procedure C.18 Description of how the Return takes place Application will be made to trade the Securities on the regulated markets of (i) the Luxembourg Stock Exchange and (ii) the Warsaw Stock Exchange. In each case, the admission to trading thereon will depend on the fulfilment of all of the requirements of such markets. The (i) Cash Settlement Amount or (ii) Initial Deposit Event Cash Settlement Amount and Final Deposit Event Cash Settlement Amount, as applicable, payable in respect of the Securities will be dependent on the value of the Underlying on each Barrier Determination Date and whether a Deposit Event or Deposit Recall Event has occurred as described in Element C.18 below and any key risks regarding the Securities and risk of loss of investment as described in item D6 below. Each Security will be exercised automatically (i) on 30 October 2019, subject to adjustment (the "Exercise Date"); or (ii) if a Redemption Event occurs, on the relevant Barrier Determination Date on which a Redemption Event occurred (the "Termination Date"). Following the occurrence of a Deposit Event or Deposit Recall Event which is treated as a Deposit Event, the Securities will remain outstanding up to and including the Final Deposit Event Settlement Date (as described below). Payments in respect of the Securities will be made by a Paying Agent or Deposit Agent on behalf of the Issuer by credit or transfer to the relevant clearing agent for the account of the relevant Securityholder. Holders of Securities must look solely to the relevant clearing agent for their share of each such payment. Subject to the occurrence of a Deposit Event or Deposit Recall Event (as described below), if the "Underlying Performance" (being equal to, in respect of any relevant day, the quotient of (i) the official closing level of the Underlying on such day, divided by (ii) the official closing level of the Underlying on 30 October 2015, subject to adjustment (the "Initial Reference Valuation Date")) on a Barrier Determination Date is greater than or equal to the specified barrier level (100 per cent.) (the "Barrier Level") (such an event being a "Redemption Event"), each Security will be terminated by payment of a PLN cash settlement amount (less certain Securityholder expenses) on the eighth business day following such Barrier Determination Date. The barrier determination dates are 31 October 2016, 30 October 2017 and 30 October 2018, as such dates may be adjusted (each a "Barrier Determination Date"). The Valuation Date is the Exercise Date. The cash settlement amount per Security will be, if a Redemption Event occurs on (1) the first Barrier Determination Date, the sum of PLN 100 (the "Notional Amount"), and PLN 5.25 (subject to increase as described below, the "Call Amount"), i.e., PLN in total; (2) the second Barrier Determination Date, the sum of (a) the Notional Amount, and (b) the product of (i) 2, multiplied by (ii) the Call Amount, i.e., PLN in total; and (3) the third Barrier Determination Date, the sum of (a) the Notional Amount, and (b) the product of (i) 3, multiplied by (ii) the Call Amount, i.e., PLN in total. If a Redemption Event has not occurred prior to the Valuation Date (which is the Exercise Date) and: (i) if the Underlying Performance on the Valuation Date is greater than or equal to the Barrier Level, then the cash settlement amount payable per Security on the eighth business day following the Valuation Date will be the sum of (i) the Notional Amount, and (ii) the product of (a) 4, multiplied by (b) the Call Amount, i.e., PLN in total; (ii) if the Underlying Performance on the Valuation Date is less than the Barrier Level but is greater than or equal to a specified determination level (70 per cent.) (the "Determination Level"), then the cash settlement amount payable per Security on the eighth business day following the Valuation Date will be the Notional Amount; or 6

7 (iii) if the Underlying Performance on the Valuation Date is lower than the Determination Level and: a) the Underlying Performance on any business day from, and including, the Initial Reference Valuation Date to, and including, the Valuation Date is greater than or equal to a specified knock-out barrier level (110 per cent.) (the "Knock-Out Barrier Level"), then the cash settlement amount payable per Security on the eighth business day following the Valuation Date will be the Notional Amount; or b) the Underlying Performance on each business day from, and including, the Initial Reference Valuation Date to, and including, the Valuation Date is lower than the Knock-Out Barrier Level, then the cash settlement amount per Security on the eighth business day following the Valuation Date will be an amount equal to the product of (I) the Notional Amount, multiplied by (II) the Underlying Performance. At any time on or prior to the first business day immediately preceding the Primary Market End Date, the Issuer may acting in its sole and absolute discretion and having regard to prevailing economic circumstances, including but not limited to the respective levels and volatility of the Underlying, interest rates for instruments of comparable maturities to the Securities and other market conditions increase the Call Amount. If the Call Amount is increased, the Issuer will publish a notice of such increase on its website ( (and the information appearing on such website does not form part of this Prospectus) not later than the first business day immediately preceding the Primary Market End Date. The Call Amount will not be less than PLN However, no assurance is given that the Call Amount will be greater than PLN 5.25, and the Issuer is not required to increase this. The return on the Securities is also linked to a deposit placed by the Issuer with the Deposit Bank. The proceeds of the issue of the Securities (the "Issue Proceeds") will be deposited (the "Deposit") with Deutsche Bank Polska S.A. (together with any successor, replacement or assign thereto, the "Deposit Bank"). The Deposit will be credited to an account in the name of the Issuer held with the Deposit Bank pursuant to an agreement dated on or prior to 30 October 2015 (the "Issue Date") between the Issuer and the Deposit Bank (the "Framework Deposit Agreement"). The Issuer will request the return of the Deposit from the Deposit Bank (i) on the business day following the Termination Date or the Exercise Date, as the case may be; (ii) if applicable, on the day on which the Securities are determined to be subject to early termination (as described in "Index Events" and "Termination for illegality or impracticality" below); (iii) as soon as reasonably practicable following the occurrence of a Deposit Event; or (iv) upon the occurrence of a Deposit Recall Event. In addition, the Issuer may, prior to the Exercise Date, request the return of the Deposit from the Deposit Bank, provided that at the time of such request the Issuer has no reason to believe the amount of Deposit returned will be less than the Issue Proceeds and the payment of all accrued interest payable on the Deposit (such accrued interest not, for the avoidance of doubt, forming part of the Deposit). If, following such a request, the Issuer recovers an amount of principal in respect of the Deposit which is not less than the Issue Proceeds and all accrued interest on the Deposit, the consequences of a Deposit Event or Deposit Recall Event (as described below) will no longer apply to the Securities. In the event of complete or partial non-payment of the Deposit by the Deposit Bank, an investor's return will be limited to the pro rata proportion of the total amount received by the Issuer from the Deposit Bank in respect of the Deposit, plus, or in certain cases minus, an amount reflecting the performance of the Underlying, as further described below. Consequences of a Deposit Event or Deposit Recall Event (A) Deposit Event A "Deposit Event" will occur if the Calculation Agent determines that any of the following events has occurred (whether or not continuing) during the period from, and including, the Issue Date to, and including, the date of settlement or early termination of the Securities (the "Deposit Event Monitoring Period"): (i) a failure to pay by the Deposit Bank under the Framework Deposit Agreement where such failure is not remedied within two business days; 7

8 (ii) (iii) the termination of the Framework Deposit Agreement; or the Deposit Bank is subject to a bankruptcy or insolvency event. If a Deposit Event occurs Securityholders will receive (i) a PLN initial cash settlement amount per Security as described below (the "Initial Deposit Event Cash Settlement Amount") less certain Securityholder expenses on the eighth business day following a Barrier Determination Date on which a Redemption Event has occurred or, otherwise, the eighth business day following the Valuation Date and (ii) a PLN final cash settlement amount per Security as described below (the "Final Deposit Event Cash Settlement Amount") less certain Securityholder expenses on the eighth business day following the Final Determination Date (the "Final Deposit Event Settlement Date"). The "Final Determination Date" will be (i) the eighth business day following (a) the Exercise Date or, if earlier, (b) the Termination Date (the earlier of the Exercise Date and the Termination Date being the "Initial Determination Date") or (ii) if later, the second anniversary of the Deposit Event date. If any relevant insolvency official or body formally notifies the Issuer that there is a reasonable prospect or probability that further payments or distributions will be made to certain creditors then the Final Determination Date may be extended. If, after the Initial Determination Date any relevant insolvency official or body formally notifies the Issuer that the possibility that further payments will be received in respect of the Deposit is low or negligible, the business day following the date of receipt of such notification will be the "Final Determination Date" provided that this does not fall earlier than the eighth business day following the Initial Determination Date. The "Initial Deposit Event Cash Settlement Amount" will be: (i) (ii) if a Redemption Event occurs in relation to: (a) the first Barrier Determination Date, the sum of (I) a Security's pro rata percentage of the aggregate amount received by the Issuer in respect of repayment(s) of principal under the Deposit (less certain expenses in connection with the Deposit) during the period from, and including, the Deposit Event date to, and including, the Initial Determination Date (the "Deposit Bank Initial Recovered Amount"), and (II) the Call Amount; (b) (c) the second Barrier Determination Date, the sum of (I) a Security's pro rata percentage of the Deposit Bank Initial Recovered Amount, and (II) the product of (A) 2, multiplied by (B) the Call Amount; or the third Barrier Determination Date, the sum of (I) a Security's pro rata percentage of the Deposit Bank Initial Recovered Amount, and (II) the product of (A) 3, multiplied by (B) the Call Amount; or if no Redemption Event has occurred prior to the Valuation Date and: (a) the Underlying Performance on the Valuation Date is greater than or equal to the Barrier Level, the sum of (a) a Security's pro rata percentage of the Deposit Bank Initial Recovered Amount, and (b) the product of (I) 4, multiplied by (II) the Call Amount; (b) (c) (I) the Underlying Performance on the Valuation Date is less than the Barrier Level but is greater than or equal to the Determination Level, or (II) (A) the Underlying Performance on the Valuation Date is lower than the Determination Level but (B) the Underlying Performance on any business day from, and including, the Initial Reference Valuation Date to, and including, the Valuation Date is greater than or equal to the Knock-Out Barrier Level, an amount equal to a Security's pro rata percentage of the Deposit Bank Initial Recovered Amount; or the Underlying Performance on the Valuation Date is lower than the Determination Level and the Underlying Performance on each business day from, and including, the Initial Reference Valuation Date to, and including, the Valuation Date is lower than the Knock-Out Barrier Level, an amount equal to the difference between (I) a Security's pro rata percentage of the Deposit Bank Initial Recovered Amount, minus (II) the product of (A) the Notional Amount, multiplied by (B) the Underlying Performance. In any event, the Initial Deposit Event Cash Settlement Amount will not be less than 8

9 zero. The "Final Deposit Event Cash Settlement Amount" will be an amount equal to the difference between (i) a Security's pro rata percentage of the aggregate amount received by the Issuer in respect of repayment(s) of principal under the Deposit (less certain expenses in connection with the Deposit) during the period from, but excluding, the Initial Determination Date to, and including, the Final Determination Date, minus (ii) if the Initial Deposit Event Cash Settlement Amount would, but for the provision that it will not be less than zero, have been a negative amount, the absolute value of such negative amount. (B) Deposit Recall Event Upon the occurrence of a Deposit Recall Event, the Issuer will submit a request to the Deposit Bank that the Deposit be repaid by the Deposit Bank with immediate effect (a "Deposit Recall"). Following a Deposit Recall, the consequences of a Deposit Event (as described above) will apply to the Securities as though the Deposit Recall Event were a Deposit Event. However if the Issuer receives prior to the Exercise Date or the Termination Date, as the case may be, a deposit amount equal to or greater than the Issue Proceeds in accordance with the terms of the Framework Deposit Agreement together with all accrued interest payable in respect of the Deposit (such accrued interest not, for the avoidance of doubt, forming part of the Deposit), such consequences will cease to apply to the Security. A "Deposit Recall Event" means (and will be deemed to have occurred as of the date of determination) on any date on which the Calculation Agent determines that any of the following events has occurred and is continuing at the time of such determination by the Calculation Agent, in each case during the Deposit Event Monitoring Period: (i) any strike, lock-out, sit-in, other industrial disturbances, earthquake, storm, fire explosion, flood, act of God, insurrections, riot, epidemic, war, civil disturbances or any other action taken by any governmental authority of the Republic of Poland which affects, directly or indirectly, the Deposit or any circumstances beyond the Issuer's control which the Calculation Agent determines may materially affect the economic value or recoverability of the Deposit at any relevant time; (ii) if after the Primary Market End Date, due to the implementation or adoption of or any change in any applicable law or regulation (including any tax law), or the interpretation of any applicable law or regulation, the Calculation Agent determines that (a) it has become illegal to hold, maintain or dispose of an interest in the Deposit or (b) the Issuer will incur a materially increased cost in performing its obligations in relation to the Securities; or (iii) the enactment, promulgation, execution, ratification or adoption of, or any change in or amendment to any applicable law, rule, regulation or statute or the applicability or interpretation of the same by any governmental authority of the Republic of Poland, the issuance of any order or decree by any such governmental authority, any action taken by a taxing authority in the Republic of Poland and/or any other act or event relating to withholding or deduction for or on account of tax in relation to the Deposit, in each case if in the reasonable opinion of the Calculation Agent it will or is likely to adversely affect the economic value of the Deposit (taking into consideration any direct or indirect hedging of the Issuer or its agents or Affiliates). Index Events The Securities may be subject to cancellation if the Underlying is modified or cancelled or if the Sponsor of such Underlying fails to calculate and announce the level of such Underlying (and, in each case, no successor sponsor or successor index acceptable to the Calculation Agent exists). Alternatively, the level of the Underlying may be determined by the Calculation Agent. In the case of any cancellation, the Securities will be cancelled at their fair market value taking into account the relevant event less the cost of unwinding related hedging arrangements. If certain market disruption events occur with respect to valuation of the Underlying such valuation will be postponed and may be determined by the Calculation Agent. Payments may also be postponed. 9

10 C.19 Final reference level of the Underlying C.20 Underlying Type: Index Element D.2 Key information on the key risks that are specific to the issuer Termination for illegality or impracticality The Issuer may terminate the Securities early if it determines that the performance of its obligations under the Securities has become illegal or impractical or it is no longer legal or practical for it to maintain its hedging arrangements. In such circumstances, the settlement amount payable by the Issuer in respect of each Security will be equal to the fair market value of a Security notwithstanding such illegality or impracticality less the cost of unwinding any underlying hedging arrangements. If the Securities are early cancelled or terminated as described in "Index Events" or "Termination for illegality or impracticality", the Calculation Agent shall adjust the amount payable on such early termination to compensate the Issuer for any shortfall it may suffer in respect of the repayment of the Deposit. The official closing level of the Underlying will be observed on (i) each Barrier Determination Date,(ii) the Valuation Date, and (iii) any business day from, and including, the Initial Reference Valuation Date to, and including, the Valuation Date. The final reference level of the Underlying (which will be used to calculate the cash settlement amount payable in respect of the Securities where a Redemption Event has not occurred, as described in Element C.18 above) will be an amount (deemed to be a PLN monetary value) equal to the official closing level of the Underlying quoted by STOXX Limited (or any successor thereto acceptable to the Calculation Agent) on the Valuation Date, all as determined by the Calculation Agent and without regard to any subsequently published corrections. If the Underlying is modified or cancelled or the Sponsor of the Underlying fails to calculate and announce such Underlying (and, in each case, no successor sponsor or successor index acceptable to the Calculation Agent exists) or certain market disruption events occur with respect to valuation of the Underlying, valuation may be postponed and may be determined by the Calculation Agent. Name: EURO STOXX 50 Index (Bloomberg Code: SX5E <Index>) Sponsor or issuer of Underlying: STOXX Limited ISIN: EU Section D Risks Investors will be exposed to the risk of the Issuer becoming insolvent as result of being overindebted or unable to pay debts, i.e., to the risk of a temporary or permanent inability to meet interest and/or principal payments on time. The Issuer's credit ratings reflect the assessment of these risks. Factors that may have a negative impact on Deutsche Bank's profitability are described in the following: Even as the U.S. economy has gradually improved, Europe continues to experience tepid economic growth, high levels of structural debt, persistent long-term unemployment and very low inflation. These persistently challenging market conditions have contributed to political uncertainty in many member countries of the eurozone and continue to negatively affect Deutsche Bank's results of operations and financial condition in some of Deutsche Bank's businesses, while a continuing low interest environment and competition in the financial services industry have compressed margins in many Deutsche Bank's businesses. If these conditions persist or worsen, Deutsche Bank could determine that it needs to make changes to its business model. Regulatory and political actions by European governments in response to the European sovereign debt crisis may not be sufficient to prevent the crisis from spreading or to prevent departure of one or more member countries from the common currency. In particular, anti-austerity populism in Greece and other member countries of the eurozone could undermine confidence in the continued viability of those countries' participation in the euro. The default or departure from the euro of any one or more countries could have unpredictable political consequences as well as consequences for the financial system and the greater economy, potentially leading to declines in business levels, write-downs of assets and losses across Deutsche Bank's businesses. Deutsche Bank's ability to protect itself against these risks is

11 limited. Deutsche Bank may be required to take impairments on its exposures to the sovereign debt of European or other countries as the European sovereign debt crisis continues. The credit default swaps into which Deutsche Bank has entered to manage sovereign credit risk may not be available to offset these losses. 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 liquidity may not be available to it even if its underlying business remains strong. Regulatory reforms enacted and proposed in response to weaknesses in the financial sector, together with increased regulatory scrutiny more generally, have created significant uncertainty for Deutsche Bank and may adversely affect its business and ability to execute its strategic plans. Regulatory and legislative changes require Deutsche Bank to maintain increased capital and may significantly affect its business model and the competitive environment. Any perceptions in the market that Deutsche Bank may be unable to meet its capital requirements with an adequate buffer, or that it should maintain capital in excess of the requirements, could intensify the effect of these factors on Deutsche Bank's business and results. The increasingly stringent regulatory environment to which Deutsche Bank is subject, coupled with substantial outflows in connection with litigation and enforcement matters, may make it difficult for Deutsche Bank to maintain its capital ratios at levels above those required by regulators or expected in the market. Legislation in the United States and in Germany as well as proposals in the European Union regarding the prohibition of proprietary trading or its separation from the deposit-taking business may materially affect Deutsche Bank's business model. European and German legislation regarding the recovery and resolution of banks and investment firms as well as proposals published by the Financial Stability Board proposing a new minimum capital requirement for "total loss absorbing capacity" (TLAC) could result in higher refinancing costs and, if resolution measures were imposed on Deutsche Bank, significantly affect its business operations and lead to losses for its creditors. Other regulatory reforms adopted or proposed in the wake of the financial crisis for example, extensive new regulations governing Deutsche Bank's derivatives activities, bank levies or a possible financial transaction tax may materially increase Deutsche Bank's operating costs and negatively impact its business model. Adverse market conditions, historically low prices, volatility and cautious investor sentiment have affected and may in the future materially and adversely affect Deutsche Bank's revenues and profits, particularly in its investment banking, brokerage and other commission- and fee-based businesses. As a result, Deutsche Bank has in the past incurred and may in the future incur significant losses from its trading and investment activities. Since Deutsche Bank published its Strategy targets in 2012, macroeconomic and market conditions as well as the regulatory environment have been much more challenging than originally anticipated, and as a result, Deutsche Bank has updated its aspirations to reflect these challenging conditions and developed the next phase of its strategy in the form of its Strategy 2020, which was announced in April If Deutsche Bank is unable to implement its updated strategy successfully, it may be unable to achieve its financial objectives, or incur losses or low profitability or erosions of its capital base, and its share price may be materially and adversely affected. Deutsche Bank operates in a highly and increasingly regulated and litigious environment, potentially exposing it to liability and other costs, the amounts of which may be substantial and difficult to estimate, as well as to legal and regulatory sanctions and reputational harm. Deutsche Bank is currently subject to a number of investigations by regulatory and law enforcement agencies globally as well as associated civil actions relating to potential misconduct. The eventual outcomes of these 11

12 D.6 Key risks regarding the Securities and risk of loss of investment matters are unpredictable, and may materially and adversely affect Deutsche Bank's results of operations, financial condition and reputation. Deutsche Bank's non-traditional credit businesses materially add to its traditional banking credit risks. Deutsche Bank has incurred losses, and may incur further losses, as a result of changes in the fair value of its financial instruments. Deutsche Bank's risk management policies, procedures and methods leave it exposed to unidentified or unanticipated risks, which could lead to material losses. Operational risks may disrupt Deutsche Bank's businesses. Deutsche Bank's operational systems are subject to an increasing risk of cyber-attacks and other internet crime, which could result in material losses of client or customer information, damage Deutsche Bank's reputation and lead to regulatory penalties and financial losses. The size of Deutsche Bank's clearing operations exposes it to a heightened risk of material losses should these operations fail to function properly. 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 and its share price. Deutsche Bank may have difficulties selling non-core assets at favorable prices or at all and may experience material losses from these assets and other investments irrespective of market developments. Intense competition, in Deutsche Bank's home market of Germany as well as in international markets, could materially adversely impact Deutsche Bank's revenues and profitability. Transactions with counterparties in countries designated by the U.S. State Department as state sponsors of terrorism or persons targeted by U.S. economic sanctions may lead potential customers and investors to avoid doing business with Deutsche Bank or investing in its securities, harm its reputation or result in regulatory action which could materially and adversely affect its business. There are also certain factors which are material for the purpose of assessing the risks associated with Securities. These include the fact that: such Securities may not be a suitable investment for all investors (for example if they do not have the requisite knowledge and experience in financial and business matters to evaluate the information contained herein and to assess the merits and risks of an investment in the Securities in light of their financial, fiscal, tax and other circumstances); the return (if any) will depend on the value of the Underlying (which may be affected by various factors including corporate actions, global economic and political developments and fluctuations in the value of its constituents); the risk of a loss of part or all of an investor's investment if (i) the value of the Underlying Performance on the specified valuation date is lower than the specified determination level and (ii) the value of the Underlying Performance on each business day during the specified period is lower than the specified knock-out barrier level; the risk of a significant reduction and delay in payment of the cash settlement amount if the return received by the Issuer from the Deposit Bank in respect of the Deposit is less than the original Deposit and that investors may lose up to 100 per cent. of the notional amount of the Securities following the occurrence of a Deposit Event or Deposit Recall Event; the creditworthiness of the Deposit Bank and the Issuer and the nature of synthetic credit exposure (for example that the Securities do not create a legal relationship between the Securityholders and the Deposit Bank) in light of which investors should make such independent investigation and analysis of the Deposit Bank and Underlying as they deem appropriate to evaluate the risks and merits of an investment; risks related to the potential early termination of the Securities for an illegality or impracticality or following certain events in relation to the Underlying; 12

13 that the Securities may be illiquid; risks relating to the delay in valuation or settlement if there is a market disruption event in relation to the Underlying and the fact that the Calculation Agent may adjust the Conditions to reflect adjustments or events in respect of the Underlying; that the cash settlement amount may decrease as a result of the time lag between exercise and the time the cash settlement amount is determined; that the return on the Securities may be less than the return from a direct investment in assets comprised in the Underlying; the various potential and actual conflicts of interest which may arise from the overall activities of the Issuer, the Calculation Agent, the Deposit Bank, their respective affiliates and the directors, officers, employees and agents thereof and that the Issuer and its affiliates may enter into transactions regarding the Underlying or constituents thereof which may impact on the value of the Underlying; and risks of decreases in the market value of the Securities which may be influenced by a number of factors such as actual market volatility, the creditworthiness and financial position of the Issuer and the value and volatility of the Underlying. Element E.2b Use of proceeds / Reasons for the offer Section E Offer The net proceeds from the issue of the Securities will be deposited with the Deposit Bank by or on behalf of the Issuer on or around the Issue Date. The reason for the offer of the Securities is to generate funds for the benefit of the Deposit Bank and to allow the Issuer to hedge the index-linked return (if any) on the Securities. E.3 Terms and conditions of the offer E.4 Interest of natural and legal persons involved in the issue/offer E.7 Expenses charged to the investor by the Issuer or an An investor intending to acquire or acquiring any Securities from an offeror will do so, and offers and sales of Securities to an investor by such offeror will be made, in accordance with any terms and any other arrangements in place between such offeror and such investor including as to price, allocations and settlement arrangements. The subscription period The Securities will be offered to non-qualified investors in Poland. No offer to the public will take place in Luxembourg. Applications to subscribe for the Securities may be made from 24 September 2015 until the Primary Market End Date of 23 October The minimum subscription amount is ten Securities and integral multiples of one Security in excess thereof. The maximum subscription amount is 1,000,000 Securities. Cancellation of the issuance of the Securities The Issuer reserves the right for any reason to cancel the issuance of the Securities. Early closing of the subscription of the Securities The Issuer reserves the right for any reason to close the subscription period early. Results of the offer The results of the offer will be published on the Luxembourg Stock Exchange's website ( and filed with the CSSF in accordance with Article 10(1)(b) of the Law in each case on or around the Issue Date. Applicants will be notified of their allotments under the offer or any other information relating to the offer through the Clearing Agent and their securities intermediaries. A placement fee of up to 4.00 per cent. of the Issue Price has been paid by the Issuer to the Distributor. The Distributor will charge investors a subscription fee per Security of up to 2.00 per cent. of the Issue Price. The amount of the subscription fee will be determined by the Distributor in its sole discretion and notified to investors. 13

14 offeror 14

15 RISK FACTORS The following factors can affect the value of the Securities or the Issuer's ability to fulfil its obligations under the Securities it has issued. The majority of these factors depend on circumstances and events, the occurrence of which cannot be predicted and the Issuer is unable to make a statement concerning the probability of the occurrence of such circumstances or events. The following sections A E describe all material risk factors as well as conflicts of interest of the Issuer related to an investment in the Securities. Please also refer to the risk factors in respect of the Issuer in the EMTN Base Prospectus (pages 35-42) incorporated by reference into this Prospectus. 15

16 A. ISSUER RISK FACTORS An investment in the Securities which are issued by Deutsche Bank bears the risk that Deutsche Bank is not able to fulfil its obligations created by the securities on the relevant due date. If this happens investors may lose some or all of their investment in the Securities. If a bankruptcy proceeding is commenced in respect to the Issuer, the return to an investor in the Securities may be limited and any recovery will likely be substantially delayed. In order to assess the risk, prospective investors should consider all information provided in this Prospectus, as detailed in the sections entitled "Risk Factors" in both this Prospectus and also provided in the EMTN Base Prospectus in respect of the Issuer on pages referred to in "Documents Incorporated by Reference" on page 41 of this Prospectus. Prospective investors should consult with their own legal, tax, accounting and other advisers if they consider it necessary. Even where the Issuer meets its obligations in full, the value of the Securities is expected to be affected, in part, by investors' general appraisal of the Issuer's credit worthiness. Any deterioration of the credit worthiness of the Issuer during the term of the Securities may result in increasing refinancing costs for the Issuer and thus the value of the Securities may decrease. However, any improvement of the credit worthiness of the Issuer during the term of the Securities may not increase the value of the Securities. The risk related to an issuer's ability to fulfil its obligations created by the issuance of securities may be described by reference to the credit ratings assigned by independent rating agencies. A credit rating is an assessment of the solvency or creditworthiness of debtors and/or bond-issuers according to established credit review procedures. These ratings and associated research help investors analyse the credit risks associated with fixed-income securities by providing detailed information of the ability of issuers to meet their obligations. 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 in full or on time. A rating is not a recommendation to buy, sell or hold any Securities issued and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. A suspension, reduction or withdrawal of any rating assigned may adversely affect the market price of the Securities issued. In general, European regulated investors are restricted under the Regulation (EC) No 1060/2009 (as amended) ("CRA Regulation") from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances whilst the registration application is pending. Such general restriction will also apply in the case of credit ratings issued by non-eu credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-eu rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as they case may be, has not been withdrawn or suspended). Certain information with respect to the credit rating agencies and ratings referred to in this Prospectus is set out below. Deutsche Bank is rated by Standard & Poor's Credit Market Services Europe Limited ("S&P"), Moody s Investors Service, Inc. ("Moody's"), Fitch Deutschland GmbH ("Fitch"), and DBRS, Inc. ("DBRS", together with S&P, Moody's and Fitch, the "Ratings Agencies"). 16