(DE) 50,000, II

Transcription

1 PROSPECTUS Deutsche Bank AG, London Branch ("Deutsche Bank AG London" or the "Issuer") Up to EUR 50,000,000 Deutsche Bank AG (DE) Interest Linked Bond Callable 2028 II Notes, due 15 March 2028 (the "Notes" or the "Securities") Issue Price: per cent. of the Nominal Amount per Note ISIN: XS / WKN: DB1Y6E This document constitutes a prospectus (the "Prospectus") for the purposes of Article 5.3 of Directive 2003/71/EC as amended, including by Directive 2010/73/EU (the "Prospectus Directive") relating to the above-referenced Securities issued by Deutsche Bank AG, acting through its London branch (the "Issuer"). The Prospectus will be published on the Luxembourg Stock Exchange website, The Securities The Securities are in the form of Notes. The terms and conditions of the Securities will comprise: the General Conditions (the "General Conditions") as set forth in the "General Conditions" below; and the product terms of the Securities (the "Product Terms"), as completing and amending the General Conditions, as set forth in the section entitled "Product Terms" below. Information incorporated by reference This Prospectus incorporates by reference certain information from (i) the Deutsche Bank Aktiengesellschaft EUR 80 billion Debt Issuance Programme Base Prospectus dated 22 June 2017 (the " Original 2017 EMTN Base Prospectus"), the first supplement to the Original 2017 EMTN Base Prospectus dated 8 August 2017, the second supplement to the Original 2017 EMTN Base Prospectus dated 5 October 2017, the third supplement to the Original 2017 EMTN Base Prospectus dated 6 November 2017 (the Original 2017 EMTN Base Prospectus as so supplemented, the 2017 EMTN Base Prospectus ), (ii) the unaudited interim report as of 30 September 2017 of Deutsche Bank Aktiengesellschaft (the 30 September 2017 Interim Report ); (iii) the Annual Report of Deutsche Bank Aktiengesellschaft as of 31 December 2016 ("2016 Annual Report"), and (iv) the Annual Report of Deutsche Bank Aktiengesellschaft as of 31 December 2015 ("2015 Annual Report") (see "Documents Incorporated by Reference" below). You should read this Prospectus together with such information from the 2017 EMTN Base Prospectus, the 30 September 2017 Interim Report, the 2016 Annual Report and the 2015 Annual Report. Risk Factors Prospective purchasers of the Securities should ensure that they understand fully the nature of the Securities, as well as the extent of their exposure to risks associated with an investment in the Securities and should consider the suitability of an investment in the Securities in the light of their own particular financial, fiscal and other circumstances. Prospective purchasers of the Securities should refer to the "Risk Factors" section of this Prospectus together with the relevant Risk Factors incorporated by reference from the 2017 EMTN Base Prospectus. The Securities will represent direct, unsecured and unsubordinated contractual obligations of the Issuer which will rank pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer except for any statutory priority regime of the jurisdiction of the Issuer's incorporation or of the jurisdiction where the branch is established that provides certain claims will be satisfied first in a resolution or German insolvency proceeding with respect to the Issuer.

2 The senior debt securities will be subject to Resolution Measures, as discussed in the "Risk Factors" section of this Prospectus under "Regulatory Bail-in and other Resolution Measures" below. The date of this Prospectus is 19 December 2017

3 TABLE OF CONTENTS Page IMPORTANT NOTICES... 1 I. SUMMARY... 3 II. RISK FACTORS A. Risk Factors in Respect of the Issuer B. Risk Factors in Respect of the Securities C. Risk Factors Related to Securities Generally D. Risk Factors in Relating to the Market Generally E. Conflicts of Interest III. GENERAL DESCRIPTION OF THE SECURITIES A. General Description of the Underlying B. General Information about the Offering of the Securities IV. DOCUMENTS INCORPORATED BY REFERENCE V. GENERAL INFORMATION VI. GENERAL CONDITIONS VII. PRODUCT TERMS VIII. ADDITIONAL INFORMATION IX. GENERAL INFORMATION ON TAXATION AND SELLING RESTRICTIONS A. General Taxation Information B. General Selling and Transfer Restrictions... 97

4 IMPORTANT NOTICES Responsibility Statement: The Issuer accepts responsibility for the information contained in this document. To the best of the knowledge of the Issuer, having taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Consent to Use of Prospectus: With respect to Article 3(2) of the Prospectus Directive the Issuer consents, to the extent and under the conditions below, to the use of the Prospectus during the Subscription Period as long as the Prospectus is valid in accordance with Article 9 of the Prospectus Directive and accepts responsibility for the content of the Prospectus also with respect to subsequent resale or final placement of Securities by any financial intermediary which was given consent to use the prospectus. Such consent was given to only one (individual consent) specified financial intermediary, being Deutsche Bank AG Brussels Branch, Avenue Marnix 13-15, Brussels, Belgium and only for offers made in Belgium to any person who complies with all other requirements for investment as set out in this Prospectus or otherwise determined by the Issuer and/or the relevant financial intermediary. In other EEA countries, offers may only be made pursuant to an exemption under the Prospectus Directive as implemented in such jurisdictions. Such consent by the Issuer is subject to each dealer and/or financial intermediary complying with the terms and conditions described in this Prospectus as well as any applicable selling restrictions. The distribution of this Prospectus as well as the offering, sale and delivery of Securities in certain jurisdictions may be restricted by law. Each dealer and/or each financial intermediary, if any, and/or each person into whose possession this Prospectus comes is required to inform themselves about and observe any such restrictions. The Issuer reserves the right to withdraw its consent to the use of this Prospectus in relation to certain dealers and/or financial intermediaries. In case of an offer being made by a financial intermediary, such financial intermediary must provide information to investors on the terms and conditions of the offer at the time the offer is made. Any new information with respect to financial intermediaries unknown at the time of the approval of the Prospectus will be published on the internet page CSSF disclaimer: This Prospectus has been approved 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 "Luxembourg Law") on prospectuses for securities which implements the Prospectus Directive into Luxembourg. The CSSF only approves this Prospectus as meeting the requirements imposed under Luxembourg and EU law pursuant to the Prospectus Directive. Such approval relates only to the Securities which are to be offered to the public and admitted to trading on the regulated market of the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange"). The CSSF gives no undertaking as to the economic and financial soundness of the Securities and quality or solvency of the Issuer in line with the provisions of article 7(7) of the Luxembourg Law on prospectuses for securities. Listing and admission to trading: Application has been made to the Luxembourg Stock Exchange for the Securities to be listed on the Official List and admitted to trading on its regulated market. There can be no assurance that any such listing will be obtained, or if obtained, will be maintained. The regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). This Prospectus will constitute a prospectus for the purposes of the Prospectus Directive. No other information: In connection with the issue and sale of the Securities, no person is authorised to give any information or to make any representation not contained in the Prospectus, and neither the Issuer nor the Dealer accepts responsibility for any information or representation so given that is not contained in the Prospectus. Restrictions on distribution: The distribution of the Prospectus and the offering of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession the Prospectus comes are required by the Issuer to inform themselves about, and to observe, such restrictions

5 Important U.S. notice: The Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"). Subject to certain exemptions, the Securities may not be offered, sold or delivered within the United States of America or to, or for the account or benefit of, U.S. persons. A further description of the restrictions on offers and sales of the Securities in the United States or to U.S. persons is set forth in the section entitled "General Selling and Transfer Restrictions" of this Prospectus. Information only as at the date hereof: The delivery of this document at any time does not imply that any information contained herein is correct at any time subsequent to the date hereof. No rating: The Securities have not been rated

6 I. SUMMARY 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 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". A.1 Warning: Warning that: Section A Introduction and warnings 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 the Securities. A.2 Consent to use of the Prospectus: 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 AG, Brussels Branch, Avenue Marnix 13-15, Brussels, Belgium. The subsequent resale or final placement of Securities by financial intermediaries can be made from, and including, 19 December 2017 to, and including, 13 March 2018 (the "Subscription Period") as long as this Prospectus is valid in accordance with Article 9 of the Prospectus Directive. Such consent is not subject to and given under any condition. 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 B.1 Legal and commercial name of the The legal and commercial name of the Issuer is Deutsche Bank Aktiengesellschaft (the Issuer, "Deutsche Bank" or the "Bank")

7 Issuer: B.2 Domicile, legal form, legislation and country of incorporatio n of the issuer: B.4(b ) Trend information: B.5 Description of the group: B.9 Profit forecast or estimate: B.10 Audit report qualification s: B.12 Selected historical key financial information: Deutsche Bank is a stock corporation (Aktiengesellschaft) incorporated and operating under German law. Deutsche Bank AG, acting through its London branch ("Deutsche Bank AG, London Branch") is domiciled at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom. With the exception of the effects of the macroeconomic conditions and market environment, litigation risks associated with the financial markets crisis as well as the effects of legislation and regulations applicable to financial institutions in Germany and the European Union, there are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer's prospects in its current financial year. Deutsche Bank is the parent company and the most material entity of Deutsche Bank Group, a group consisting of banks, capital market companies, fund management companies, property finance companies, instalment financing companies, research and consultancy companies and other domestic and foreign companies (the "Deutsche Bank Group" or the "Group"). Not applicable. No profit or forecast estimate is made. Not applicable; there are no qualifications in the audit report on the historical financial information. The following table shows an overview from the balance sheet of Deutsche Bank AG which has been extracted from the respective audited consolidated financial statements prepared in accordance with IFRS as of 31 December 2015 and 31 December 2016 as well as from the unaudited consolidated interim financial statements as of 30 September 2016 and of 30 September December 2015 (IFRS, audited) 30 September 2016 (IFRS, unaudited) 31 December 2016 (IFRS, audited) 30 September 2017 (IFRS, unaudited) Share capital (in EUR) 3,530,939, ,530,939, ,530,939, ,290,939, * Number of ordinary shares Total assets (in million Euro) 1,379,273,131 1,379,273,131 1,379,273,131 2,066,773,131* 1,629,130 1,688,951 1,590,546 1,521,

8 Total liabilitie s (in million Euro) Total equity (in million Euro) Commo n Equity Tier 1 capital ratio 1 Tier 1 capital ratio 1 1,561,506 1,622,224 1,525,727 1,450,844 67,624 66,727 64,819 70, % 12.6% 13.4% 14.6% % 14.5% 15.6% 17.0% 3 * Source: Issuer's website under date: 19 December Capital ratios are based upon transitional rules of the CRR/CRD 4 capital framework. A statement that there has been no material adverse change in the prospects of the issuer since the date of its last published audited financial statements or a description of any material adverse change: A description of 2 The Common Equity Tier 1 capital ratio as of 30 September 2017 on the basis of CRR/CRD 4 fully loaded was 13.8%. 3 The Tier 1 capital ratio as of 30 September 2017 on the basis of CRR/CRD 4 fully loaded was 15.1%. 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 since 30 September

9 significant changes in the financial or trading position subsequent to the period covered by the historical financial information: B.13 Recent events: B.14 Dependenc e upon other entities within the group: B.15 Issuer's principal activities: Not applicable; there are no recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer's solvency. 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. Deutsche Bank Group s business activities are organized into the following three corporate divisions: Corporate & Investment Bank (CIB); Deutsche Asset Management (Deutsche AM); and Private & Commercial Bank (PCB). The three corporate divisions are supported by infrastructure functions. In addition, Deutsche Bank Group 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. B.16 Controlling persons: 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 four shareholders holding - 6 -

10 B.17 Credit ratings assigned to the issuer or its debt securities: more than three but less than 10 per cent. of the Issuer's shares. To the Issuer's knowledge there is no other shareholder holding more than three per cent. of the shares. The Issuer is thus not directly or indirectly owned or controlled. Deutsche Bank is rated by Moody s Investors Service, Inc. ( Moody s ), Standard & Poor s Credit Market Services Europe Limited ( S&P ), Fitch Ratings Limited ( Fitch ) and DBRS, Inc. ( DBRS, together with Fitch, S&P and Moody s, the Rating Agencies ). S&P and Fitch are established in the European Union and have been registered in accordance with Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009, as amended, on credit rating agencies ( CRA Regulation ). With respect to Moody s, the credit ratings are endorsed by Moody s office in the UK (Moody s Investors Service Ltd.) in accordance with Article 4(3) of the CRA Regulation. With respect to DBRS, the credit ratings are endorsed by DBRS Ratings Ltd. in the UK in accordance with Article 4(3) of the CRA Regulation. Moody s Investors Service Ltd. and DBRS Ratings Limited are established in the European Union and have been registered in accordance with the CRA Regulation. As of 19 December 2017, the following long-term and short-term senior debt ratings were assigned to Deutsche Bank: Rating Agency Long-term Short-term Moody s Baa2 P-2 Outlook Outlook negative stable S&P BBB- A-2 Fitch BBB+ F2 DBRS A (low) Outlook stable R-1 (low) Outlook stable Section C Securities C.1 Type and the class of the securities, Type of Securities The Securities are notes (the "Securities" or the "Notes"). For a further - 7 -

11 including any security identification number: C.2 Currency of the securities issue: C.5 Restrictions on transferability C.8 Rights attached to the securities, including ranking and limitations to those rights: description see Elements C.9. Security identification numbers of Securities ISIN: WKN: XS DB1Y6E Common Code: RIC: DEDB1Y6E=DBBL The Securities are denominated in Euro (''EUR''). No offers, sales or deliveries of the Securities, or distribution of any offering material relating to the Securities, may be made in or from any jurisdiction except in circumstances that will result in compliance with any applicable laws and regulations. Subject to the above, 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. Rights attached to the Securities The Securities provide holders of the Securities, on redemption, with the payment of a cash amount. The Securities may also provide holders with an entitlement for the payment of a coupon. Governing Law of the Securities The Securities will be governed by, and construed in accordance with, English law. The constituting of the Securities may be governed by the laws of the jurisdiction of the Clearing Agent. Status of the Securities The Securities will constitute direct, unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer, subject, however, to statutory priorities conferred to certain unsecured and unsubordinated obligations in the event of resolution measures imposed on the Issuer or in the event of the dissolution, liquidation, insolvency, composition or other proceedings for the avoidance of insolvency of, or against, the Issuer. 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.9 The nominal interest rate, the date from which interest becomes payable and the due dates Coupon: In respect of the Coupon Payment Date for each Coupon Period commencing on or after 15 March 2018 but ending on 15 March 2023, 1.35 per cent. per annum. In respect of the Coupon Payment Date for each Coupon Period commencing on or after 15 March - 8 -

12 for interest, where the rate is not fixed, description of the underlying on which it is based, maturity date and arrangements for the amortization of the loan, including the repayment procedures, an indication of yield, name of representative of debt security holders: Coupon Amount 2023, the Steepener Interest Rate for such Coupon Period. In respect of each Coupon Payment Date, the Coupon Amount payable for each Security (of the nominal amount of EUR 1,000) shall be calculated by multiplying the Coupon for such Coupon Period by the nominal amount of EUR 1,000 (Nominal Amount), and further multiplying the product by the day count fraction applied to the Coupon Period ending on, but excluding, such Coupon Period End Date Coupon Determination Date: In respect of a Coupon Period, the second relevant business day prior to the Coupon Payment Date for such Coupon Period. Coupon Payment Date: 15 March 2019, 15 March 2020, 15 March 2021, 15 March 2022, 15 March 2023, 15 March 2024, 15 March 2025, 15 March 2026, 15 March 2027 and 15 March 2028 or if such day is not a business day such Coupon Payment Date is postponed to the next day which is a business day unless it would then fall in the following calendar month and the Settlement Date Coupon Periods: The period commencing on (and including) the Issue Date and ending on (but excluding) the first Coupon Period End Date and each subsequent period commencing on (and including) a Coupon Period End Date and ending on (but excluding) the next following Coupon Period End Date Coupon Period End Dates: 15 March in each calendar year, commencing on (and including) 15 March 2019 up to (and including) 15 March 2028, with no adjustment to such dates Issue Date: 15 March 2018 Steepener Interest Rate: In respect of each Coupon Period commencing on or after 15 March 2023, a percentage determined by the Calculation Agent for such Coupon Period equal to the product of (a) 150 per cent, and (b) the Swap Rate Spread for such Coupon Period, provided that such amount will not be less than 0.00 per cent. Swap Rate Spread: In respect of any Coupon Determination Date, (a) the Reference CMS Rate with Specified Period equal to 30 years, minus (ii) the Reference CMS - 9 -

13 Rate with Specified Period equal to 2 years Reference CMS Rate: In respect of a Specified Period and a Coupon Determination Date, the annual swap rate for EUR swap transactions with a term equal to the Specified Period, expressed as a percentage, which appears on the Reuters Screen ICESWAP2 Page (or any successor) under the heading "EUR 11:00 AM" and above the caption "<EURSFIX=>", on the relevant Coupon Determination Date Settlement Date: 15 March 2028, provided, however, that if a Redemption Notice is delivered by the Issuer pursuant to the exercise of the Redemption Right, the Settlement Date shall be the Redemption Date. Redemption Right of Issuer: The Issuer may by giving notice to holders redeem the Notes on the Redemption Date. If the Issuer exercises its right to do so, the Notes will be redeemed early at an amount equal to the Nominal Amount on the Redemption Date, which shall be payable together with the Coupon Amount and no further Coupon Amounts shall be paid thereafter Redemption Date: 15 March 2023 Redemption Right Notice Date: In respect of the Redemption Date, ten Business Days before the Redemption Date. Minimum Redemption EUR 1,000 per Note Amount: Cash Amount: Yield: EUR 1,000 per Note Not Applicable; the Securities do not pay a fixed coupon after 15 March Name of representative of debt security holders: Not applicable; there is no representative of debt security holders. C.10 Derivative component in the interest payment: See Element C.9 above In respect of each Coupon Determination Date, a Coupon Payment will be made on the next following Coupon Payment Date. The amount of coupon paid on the Coupon Payment Dates falling on or after 15 March 2024 will depend on the level of the Steepener Interest Rate on the relevant Coupon Determination Date. The Steepener Interest Rate

14 will be subject to a minimum of 0.00 per cent. C.11 Application for admission to trading, with a view to their distribution in a regulated market or other equivalent markets with indication of the markets in question: Application has been made to trade the Securities on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of Directive 2004/39/EC, with effect from, at the earliest, the Issue Date. No assurances can be given that such application for admission to trading will be granted (or, if granted, will be granted by the Issue Date). Section D Risks D.2 Key information on the key risks that are specific and individual to the issuer: 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: Recent tepid economic growth, and uncertainties about prospects for growth going forward, especially in Deutsche Bank s home market of Europe, have affected and continue to negatively affect Deutsche Bank s results of operations and financial condition in some of its businesses and Deutsche Bank s strategic plans, while a continuing low interest environment and competition in the financial services industry have compressed margins in many of the Group s businesses. If these conditions persist or worsen, Deutsche Bank s business, results of operations or strategic plans could be adversely affected. Deutsche Bank s results of operation and financial condition, in particular those of its Global Markets business, continue to be negatively impacted by the challenging market environment, unfavourable macro-economic and geopolitical conditions, lower client activities, increased competition and regulation, and the immediate impacts resulting from Deutsche Bank s strategic decisions as Deutsche Bank makes progress on the implementation of its strategy. If Deutsche Bank is unable to improve its profitability as it continues to face these headwinds as well as persistently high litigation costs, Deutsche Bank may be unable to meet many of its strategic aspirations, and may have difficulty maintaining capital, liquidity and leverage ratios at levels expected by market participants and Deutsche Bank s regulators. Continued elevated levels of political uncertainty could have unpredictable consequences for the financial system and the greater economy, and could contribute to an unwinding of aspects of European integration, potentially leading to declines in business levels, write-downs of assets and losses across Deutsche Bank s

15 businesses. Deutsche Bank s ability to protect itself against these risks is limited. Deutsche Bank may be required to take impairments on its exposures to the sovereign debt of European or other countries if the European sovereign debt crisis reignites. 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 s liquidity, business activities and profitability may be adversely affected by an inability to access the debt capital markets or to sell assets during periods of market-wide or firmspecific liquidity constraints. Credit rating downgrades have contributed to an increase in Deutsche Bank s funding costs, and any future downgrade could materially adversely affect its funding costs, the willingness of counterparties to continue to do business with it and significant aspects of its business model. 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, and competent regulators may prohibit Deutsche Bank from making dividend payments or payments on its regulatory capital instruments or take other actions if Deutsche Bank fails to comply with regulatory requirements. European and German legislation regarding the recovery and resolution of banks and investment firms could, if steps were taken to ensure Deutsche Bank s resolvability or resolution measures were imposed on Deutsche Bank, significantly affect Deutsche Bank s business operations, and lead to losses for its shareholders and creditors. Regulatory and legislative changes require Deutsche Bank to maintain increased capital, in some cases (including in the United States) applying liquidity, risk management and capital adequacy rules to its local operations on a standalone basis. These requirements may significantly affect Deutsche Bank s business model, financial condition and results of operations as well as the competitive environment generally. Any perceptions in the market that Deutsche Bank may be unable to meet its capital or liquidity requirements with an adequate buffer, or that Deutsche Bank should maintain capital in excess of these requirements, could intensify the effect of these factors on Deutsche Bank s business and results. Deutsche Bank s regulatory capital and liquidity ratios and its funds available for distributions on its shares or regulatory capital instruments will be affected by Deutsche Bank s business decisions and, in making such decisions, Deutsche Bank s interests and those of the holders of such instruments may not be aligned, and Deutsche Bank may take decisions in accordance with applicable law and the terms of the relevant instruments that result in no or lower payments being made on Deutsche Bank s shares or regulatory capital instruments. 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

16 business may materially affect Deutsche Bank s business model. Other regulatory reforms adopted or proposed in the wake of the financial crisis for example, extensive new regulations governing Deutsche Bank s derivatives activities, compensation, bank levies, deposit protection or a possible financial transaction tax may materially increase Deutsche Bank s operating costs and negatively impact its business model. Adverse market conditions, asset price deteriorations, 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. Deutsche Bank announced the next phase of its strategy in April 2015, gave further details on it in October 2015 and announced an update in March If Deutsche Bank is unable to implement its strategic plans successfully, it may be unable to achieve its financial objectives, or Deutsche Bank may incur losses or low profitability or erosions of its capital base, and Deutsche Bank s financial condition, results of operations and share price may be materially and adversely affected. As part of its March 2017 updates to its strategy, Deutsche Bank announced its intention to reconfigure its Global Markets, Corporate Finance and Transaction Banking businesses into a single, corporate client-led Corporate & Investment Banking division to position itself for growth through increased cross-selling opportunities for its higher return corporate clients. Clients may choose not to expand their businesses or portfolios with Deutsche Bank, thereby negatively influencing its ability to capitalise on these opportunities. As part of its March 2017 updates to its strategy, Deutsche Bank announced its intention to retain and combine Deutsche Postbank AG (together with its subsidiaries, Postbank ) with its existing retail and commercial operations, after earlier having announced its intention to dispose of Postbank. Deutsche Bank may face difficulties integrating Postbank into the Group following the completion of operational separability from the Group. Consequently, the cost savings and other benefits Deutsche Bank expects to realise may only come at a higher cost than anticipated, or may not be realised at all. As part of its March 2017 updates to its strategy, Deutsche Bank announced its intention to create an operationally segregated Deutsche Asset Management division through a partial initial public offer (IPO). If economic or market conditions, or the financial position, results of operations and business prospects of Deutsche AM, are unfavourable, or if any required regulatory approvals are not obtained or would be available only on disadvantageous terms, Deutsche Bank may not be able to sell a stake in Deutsche AM at a favourable price or timing, or at all. Additionally, Deutsche Bank may not be able to capitalise on the expected benefits that it believes an operationally segregated Deutsche AM can offer. Deutsche Bank may have difficulties selling companies, businesses or assets at favourable prices or at all and may experience material

17 losses from these assets and other investments irrespective of market developments. A robust and effective internal control environment is necessary to ensure that Deutsche Bank conducts its business in compliance with the laws and regulations applicable to it. Deutsche Bank has identified the need to strengthen its internal control environment and has embarked on initiatives to accomplish this. If these initiatives are not successful or are delayed, Deutsche Bank s reputation, regulatory position and financial condition may be materially adversely affected, and Deutsche Bank s ability to achieve its strategic ambitions may be impaired. Deutsche Bank operates in a highly and increasingly regulated and litigious environment, potentially exposing Deutsche Bank 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 matters are unpredictable, and may materially and adversely affect Deutsche Bank s results of operations, financial condition and reputation. In addition to its traditional banking businesses of deposit-taking and lending, Deutsche Bank also engages in nontraditional credit businesses in which credit is extended in transactions that include, for example, its holding of securities of third parties or its engaging in complex derivative transactions. These nontraditional credit businesses materially increase Deutsche Bank s exposure to credit risk. A substantial proportion of the assets and liabilities on Deutsche Bank s balance sheet comprise financial instruments that it carries at fair value, with changes in fair value recognised in its income statement. As a result of such changes, Deutsche Bank has incurred losses in the past, and may incur further losses in the future. 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, which may arise from errors in the performance of Deutsche Bank s processes, the conduct of Deutsche Bank s employees, instability, malfunction or outage of Deutsche Bank s IT system and infrastructure, or loss of business continuity, or comparable issues with respect to Deutsche Bank s vendors, may disrupt Deutsche Bank s businesses and lead to material losses. 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 Deutsche Bank to a heightened risk of material losses should these operations fail to function properly

18 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. 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 Deutsche Bank s securities, harm Deutsche Bank s reputation or result in regulatory action which could materially and adversely affect Deutsche Bank s business. D.3 Key information on the risks that are specific and individual to the securities. Risks associated with an Adjustment/Termination Event If the Issuer terminates early the Securities following an Adjustment/Termination Event that amounts to a force majeure event (being an event or circumstance which definitively prevents the performance of the Issuer's obligations and for which the Issuer is not accountable), the Issuer will, if and to the extent permitted by applicable law, pay the holder of each such Security an amount determined by the Calculation Agent to be its fair market value taking into account the relevant event. Such amount may be significantly less than an investor's initial investment in Securities and in certain circumstances may be zero. Securities are linked to the Underlying Amounts payable periodically of the Securities, as the case may be, are linked to the Underlying which may comprise one or more Reference Items. The purchase of, or investment in, Securities linked to the Underlying involves substantial risks. The Securities are not conventional securities and carry various unique investment risks which prospective investors should understand clearly before investing in the Securities. Each prospective investor in the Securities should be familiar with securities having characteristics similar to the Securities and should fully review all documentation for and understand the Terms and Conditions of the Securities and the nature and extent of its exposure to risk of loss. Potential investors should ensure that they understand the relevant formula in accordance with which the amounts payable are calculated, and if necessary seek advice from their own adviser(s). Risks associated with the Underlying Because of the Underlying's influence on the entitlement from the Security investors are exposed to risks both during the term and also at maturity, which are also generally associated with an investment in the respective interest rates and investments in interest rates in general. Currency risks

19 Investors face an exchange rate risk if the Settlement Currency is not the currency of the investor's home jurisdiction. Regulatory bail-in and other resolution measures If the competent authority determines that the Issuer is failing or likely to fail and certain other conditions are met, the competent resolution authority has the power to write down, including to write down to zero, claims for payment of the principal and any other claims under the Securities respectively, interest or any other amount in respect of the Securities, to convert the Securities into ordinary shares or other instruments qualifying as common equity tier 1 capital (the write-down and conversion powers commonly being referred to as the bail-in tool), or to apply other resolution measures including (but not limited to) a transfer of the Securities to another entity, a variation of the terms and conditions of the Securities or a cancellation of the Securities. E.2b Reasons for the offer and use of proceeds: Section E Offer Not applicable, making profit and/or hedging certain risks are the reasons for the offer. E.3 Terms and conditions of the offer: Conditions to which the offer is subject: Number Securities: The Period: Offer Price: of Subscription Cancellation of the Issuance of the Securities: Early Closing of the Subscription Period of the Securities: Investor minimum subscription amount: Investor maximum subscription amount: Description of the application process: Offers of the Securities are conditional on their issue Up to EUR 50,000,000 in aggregate nominal amount Applications to subscribe for the Securities may be made through the Distributor(s) from 19 December 2017 to, and including, 13 March The Issuer reserves the right for any reason to change the number of Securities offered The Issue Price The Issuer reserves the right for any reason to cancel the issuance of the Securities The Issuer reserves the right for any reason to close the Subscription Period early The minimum allocation per investor will be a nominal amount of EUR 1,000 The maximum allocation of Securities will be subject only to availability at the time of application Applications to purchase Securities should be made through Deutsche Bank AG, Brussels Branch, Avenue Marnix 13-15, Brussels, Belgium (the "Distributor" and together with any other entities appointed as a distributor in respect of the Securities during the Subscription Period, the "Distributors"). Description of Not Applicable; there is no possibility to reduce

20 possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the method and time limits for paying up and delivering the Securities: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Categories of potential investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries: Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Issue Price: subscriptions and therefore no manner for refunding excess amount paid by applicants Investors will be notified by the relevant Distributor of their allocations of Securities and the settlement arrangements in respect thereof. The Securities will be issued on the Issue Date against payment to the Issuer by the relevant Distributor of the net subscription price The Issuer will in its sole discretion determine the final amount of Securities to be issued (which will be dependent on the outcome of the offer), up to a limit of an aggregate nominal amount of EUR 50,000,000 The precise number of Securities to be issued will be published on the website of the Luxembourg Stock Exchange ( in accordance with Article 10 of the Luxembourg Law on the Prospectuses for Securities on or around the Issue Date. The results of the offer will be available from the Distributors following the Subscription Period and prior to the Issue Date Not Applicable; a procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights is not planned Non-qualified investors Offers may be made in Belgium to any person who complies with all other requirements for investment as set out in this Prospectus or otherwise determined by the Issuer and/or the relevant financial intermediaries. In other EEA countries, offers will only be made pursuant to an exemption under the Prospectus Directive as implemented in such jurisdictions Each investor will be notified by the relevant Distributor of its allocation of Securities after the end of the Subscription Period and before the Issue Date per cent. of the nominal amount (nominal amount being EUR 1,000 per Security)

21 Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: Save for the Issue Price (which includes the commissions payable by the Issuer to the Distributor of up to 4.5 per cent. of the Nominal Amount (1.5% Placement Fee and 3.0% Distributor Fee as described above) equivalent to approximately 0.45 per cent. per annum of the Securities placed through it), the Issuer is not aware of any expenses and taxes specifically charged to the subscriber or purchaser. Deutsche Bank AG, Brussels Branch, Avenue Marnix 13-15, Brussels, Belgium E.4 Interest that is material to the issue/offer including confliction interests: E.7 Estimated expenses charged to the investor by the issuer or offeror: Name and address of the Paying Agent: Name and address of the Calculation Agent Deutsche Bank Luxembourg S.A. of 2, boulevard Konrad Adenauer, L-1115 Luxembourg, Luxembourg Deutsche Bank AG, acting through its London branch of Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom Not applicable; save for the Distributors regarding the fees, as far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the offer Save for the Issue Price (which includes the commissions payable by the Issuer to the Distributor of up to 4.5 per cent. of the Nominal Amount (1.5% Placement Fee and 3.0% Distributor Fee as described above) equivalent to approximately 0.45 per cent. per annum of the Securities placed through it), the Issuer is not aware of any expenses charged to the investor

22 II. RISK FACTORS The paragraphs A to E below describe all material risk factors as well as conflicts of interest of the Issuer associated with an investment in the Securities. A. RISK FACTORS IN RESPECT OF THE ISSUER An investment in Securities issued by Deutsche Bank bears the risk that Deutsche Bank is not able to fulfil its obligations created by the issuance of the Securities on the relevant due date. Thus investors may lose all or part of their investment. Factors relating to Deutsche Bank's ability to meet its obligations as Issuer of the Securities In order to assess the risk, prospective investors should consider all information provided in the "Risk Factors" section in the 2017 EMTN Base Prospectus (pages inclusive as supplemented from time to time) referred to in items (a)-(d) of the Cross Reference list in "Documents Incorporated by Reference" in this Prospectus. Prospective investors should consult with their own legal, tax, accounting and other advisers if they consider it necessary. 1. Introduction B. RISK FACTORS IN RESPECT OF THE SECURITIES The paragraphs below describe all risk factors that are material to the Notes (collectively the "Securities") in order to assess the market risks associated with these Securities. No investment should be made in the Securities until after careful consideration of all those factors which are relevant in relation to the Securities. Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their own views prior to making any investment decision. Prospective investors should also consider carefully the assets, reference items or other reference bases (referred to as the "Underlying" and each such item as a "Reference Item") to which the Securities are linked as appropriate. These are specified where applicable in the Product Terms and, as the case may be, the section "Information relating to the Underlying" set out in the section "Additional Information" in the Product Terms and investors should consider further information which is available in relation to the Underlying. This document is not, and does not purport to be, investment advice. An investment in the Securities involves risks. These risks may include, among others, equity market, bond market, foreign exchange, interest rate, commodities, market volatility and economic, political and regulatory risks and any combination of these and other risks. Potential purchasers should have the necessary knowledge and experience with respect to transactions in financial instruments such as the Securities and the Underlying or Reference Item in order to be able to understand and appropriately assess the risks associated with investing in the Securities. They should only reach an investment decision after careful consideration, if applicable with their legal, tax, accounting and other advisers, of (a) the suitability of an investment in the Securities in the light of their own particular financial, tax and other circumstances, (b) the information set out in this Prospectus and (c) the Underlying. Investors should consider in particular whether the Securities are appropriate in light of their overall investment portfolio and taking into account their exposure to each relevant asset class. Accordingly investors should consider carefully their own particular circumstances to determine whether an investment in the Securities is appropriate for them. An investment in the Securities should only be made after assessing the direction, timing and magnitude of potential future changes in the value of the Underlying, and/or in the composition or method of calculation of the Reference Items. This is because the return of any such investment will be dependent, among other things, upon such changes. More than one risk factor may have simultaneous effect with regard to the Securities such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may