WKN/ISIN | Name of Product |
DL8Y3X / DE000DL8Y3X5 | EUR 725,000,000 Series 2020 R19 Fixed Rate Notes with Quarterly Coupons due January 2031 (formerly titled, prior to the amendments set out herein, the EUR 725,000,000 Series 2020 R19 Five-Year Fixed Rate Notes with Quarterly Coupons due January 2026) |
Reference is made to the listing prospectus in respect of the Securities dated 17 December 2020
(amending and restating the original Final Terms dated 9 May 2025, the "Listing Prospectus").
The Issuer, on the basis of the consent of 100 per cent. of the Securityholders, has made certain amendments to the Terms and Conditions of the Securities in order to, without limitation:
extend the Settlement Date of the Securities from 15 January 2026 to 15 January 2031;
amend the Coupon in respect of the Securities, from (and including) 19 February 2026, from
0.20 per cent. per annum to 2.95 per cent. per annum; and
certain consequential and/or other amendments,
and therefore the Listing Prospectus which was submitted to the Luxembourg Stock Exchange for the Securities to be listed and admitted to trading on the Luxembourg Stock Exchange's Euro MTF has been amended by way of Amended and Restated Listing Prospectus. Such amendment has been reflected in the Amended and Restated Listing Prospectus are attached as the Schedule hereto.
Capitalised terms not defined herein shall bear the meaning ascribed to them in the Listing Prospectus.
SCHEDULE AMENDED AND RESTATED LISTING PROSPECTUS PROHIBITION OF SALES TO RETAIL INVESTORS IN THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOMThe Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA") or the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended from time to time, the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation.
SECOND AMENDED AND RESTATED LISTING PROSPECTUS
Second Amended and Restated Listing Prospectus dated 9 May3 December 2025
(Originalamending and restating the first Amended and Restated Listing Prospectus dated 9 May 2025 which amended and restated the original Listing Prospectus dated 17 December 2020)
DEUTSCHE BANK AG, LONDON BRANCH LEI: 7LTWFZYICNSX8D621K86(as "Issuer")
Listing of EUR 725,000,000 Series 2020 R19 Five-YearFixed Rate Notes with Quarterly Coupons due January 20262031 (the "Notes" or the "Securities") (ISIN: DE000DL8Y3X5) X-markets Programme for the issuance of Certificates, Warrants and NotesThis Listing Prospectus is prepared in conjunction with the Securities issued by Deutsche Bank AG, London Branch (the "Issuer") under its X-markets Programme for the issuance of Certificates, Warrants and Notes dated 20 June 2019 (the "Programme"). This Listing Prospectus is not a prospectus published in accordance with the requirements of Regulation (EU) 2017/1129 as amended from time to time (the "Prospectus Regulation"). This Listing Prospectus constitutes a prospectus for the purpose of the Luxembourg Law dated 16 July 2019 on prospectuses for securities.
This Listing Prospectus, together with the documents incorporated by reference herein, comprises the listing prospectus approved by the Luxembourg Stock Exchange required for the listing and admission to trading of the Securities on Luxembourg Stock Exchange's Professional Segment of the Euro MTF. Full information on the Issuer and the issue of the Securities is only available on the basis of the combination of the provisions set out within this Listing Prospectus and the information incorporated by reference herein. This Listing Prospectus may be used only for the purposes for which it has been published.
Responsibility Statement: The Issuer accepts responsibility for the information given in this Listing Prospectus and confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Listing Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect its import.
No authorisation of any person to give any information other than as set out in this Listing Prospectus: No person has been authorised to give any information or to make any representation other than as contained in this Listing Prospectus in connection with the issue or sale of the Securities and, if given or made, such information or representation must not be relied upon as having been authorised by Deutsche Bank AG, London Branch as the Issuer and as dealer (the "Dealer").
Statement of no Material Adverse Change: There has been no material adverse change in the prospects of Deutsche Bank AG since 31 December 2019.
TABLE OF CONTENTSOVERVIEW OF COLLATERAL ARRANGEMENTS 4
RISK FACTORS 9
INCORPORATION BY REFERENCE 16
FINAL TERMS 20
SECURED CONDITIONS 42
OVERVIEW OF COLLATERAL ARRANGEMENTSThe below is an overview of certain provisions of the Collateral Transaction Documents and the Secured Conditions and is subject to, and qualified in its entirety by, the detailed provisions of the Collateral Transaction Documents and the Secured Conditions. Copies of the Euroclear Agreements, the Collateral Monitoring Agent Agreement, the Trust Deed and the Pledge Agreement are available for inspection by Securityholders free of charge during normal business hours at the offices of the relevant Agent.
A prospective purchaser of the Securities should also carefully review the risk factors in relation to Collateralised Securities set out in the section of this Listing Prospectus entitled "Risk Factors" before purchasing any Securities.
Unless otherwise defined, defined terms in this section have the meanings set out in the Secured Conditions.
In order to secure its obligations in respect of the Securities, the London branch or head office in Frankfurt of Deutsche Bank Aktiengesellschaft (the "Issuer") will enter into security arrangements with the Collateral Arrangement Parties under the Collateral Transaction Documents for such series of Collateralised Securities. The Collateral Transaction Documents comprise:
The Pledge Agreement, which is governed by Belgian law, under which the Issuer grants security over securities and cash in the Secured Accounts held in the Euroclear System in favour of the Security Trustee for the benefit of the Securityholders of the Securities and the other Secured Parties.
The Trust Deed, which is governed by English law, under which the Issuer appoints the Security Trustee to hold the security constituted by the Pledge Agreement in favour of the Securityholders and the other Secured Parties and perform certain other functions.
The Collateral Monitoring Agent Agreement, which is governed by English law, under which the Issuer appoints the Collateral Monitoring Agent to calculate the Required Collateral Value and perform the Collateral Test in respect of the Securities and perform certain other functions.
The Custody Agreement, which is governed by English law, under which the Security Trustee appoints the Custodian (Security Trustee) to act as its custodian in relation to the Collateral Assets held in the Secured Accounts in the Euroclear System.
The Euroclear Agreements, which are governed by English law or Belgian law, as applicable, which relate to the operation of the Secured Accounts and Euroclear's role as triparty agent in respect of the Secured Accounts. The Euroclear Agreements comprise the Euroclear Terms and Conditions, the Collateral Service Agreement and the Single Pledgor Pledged Account Agreement.
The terms and operation of the collateral arrangements in respect of the Securities may differ from the collateral arrangements of other series of Collateralised Securities principally in relation to:
the method and frequency of calculating the Required Collateral Value;
the types of Eligible Collateral Assets that may be held in the Secured Accounts and the haircut or margin used to discount the market value of such Eligible Collateral Assets; and
the process for monitoring that sufficient Eligible Collateral Assets are held in the Secured Accounts, namely the Collateral Test, and the frequency with which the Collateral Test is performed.
Each series of Collateralised Securities (including the Securities) will be secured by a separate pool of collateral comprising Collateral Assets held in segregated Secured Accounts in the Euroclear System.
Operation of the Secured AccountsThe Secured Accounts are held in the Euroclear System in Belgium in the name of the Pledgee's Representative. The Euroclear System is a securities clearing and settlement system operated in Brussels by Euroclear. The Pledgee's Representative structure is a method by which the Pledgee's Representative can act on behalf of the Security Trustee which is not a direct participant in the Euroclear System. The Pledgee's Representative is a direct participant in the Euroclear System. The Secured Accounts are opened in the name of the Pledgee's Representative, which in turn acts in its own name but for the account of the Security Trustee in relation to the operation of the Secured Accounts.
Euroclear provides a triparty collateral service in relation to the Secured Accounts for the Issuer and the Pledgee's Representative in accordance with the terms of the Euroclear Agreements. Euroclear's triparty collateral service has three primary features: the processing of operations (such as adjustments and substitution of Collateral Assets) relating to the Secured Accounts, marking to market securities that are (or are proposed to become) Collateral Assets, and supplying reports to the Issuer, the Pledgee's Representative and the Collateral Monitoring Agent.
Required Collateral ValueThe Required Collateral Value of the Securities is the value of Collateral Assets that, after taking into account certain adjustments, are required to be held in the Secured Accounts. On or before each periodic Required Collateral Value Notification Date, the Required Collateral Value is calculated by the Collateral Monitoring Agent and notified to the Pledgee's Representative and the Issuer. The Required Collateral Value may fluctuate during the term of the Securities. The methodology used to calculate the Required Collateral Value for the Securities is "Par Plus Accrued Interest Collateralisation". The Required Collateral Value in respect of the Collateral Pool and a Collateral Test Date will be the product of (i) the Collateralisation Percentage, and (ii) the aggregate of the par value and accrued but unpaid interest (if any) of each outstanding Non-Inventory Collateralised Security of such series of Collateralised Securities on the Collateralised Securities Valuation Date, as determined by the Collateral Monitoring Agent. Inventory Collateralised Securities that are held by the Issuer or its affiliates will be disregarded in the calculation of the Required Collateral Value and will not be collateralised.
The Collateral Monitoring Agent will notify the Issuer and the Pledgee's Representative of the Required Collateral Value for each periodic Required Collateral Value Notification Date. The Issuer and the Pledgee's Representative will in turn provide matching instructions to Euroclear specifying the Required Collateral Value as the "Intended Transaction Amount"
pursuant to the Collateral Service Agreement if the Required Collateral Value has changed from the last Required Collateral Value jointly notified via matching instructions to Euroclear.
Collateral TestEuroclear will use the "Margined Value"1of eligible securities and cash held in the Secured Accounts to determine and report whether a "Transactional Margin Deficit"2exists for the purposes of reporting any such deficit to the Issuer and the Pledgee's Representative, which will in turn provide such reports to the Collateral Monitoring Agent. On a daily basis, Euroclear will calculate the Margined Value of eligible securities and cash held in the Secured Accounts relating to the Securities. When calculating the Margined Value of a security, Euroclear first determines the "Market Value"3of the security by marking the security to market based on pricing information obtained in the ordinary course of business using certain specified methods and sources. Euroclear then reduces the Market Value of the security or the amount of the cash by its applicable "Margin Percentage"4or "Haircut Percentage"5as specified in Annex II of the CSA Terms and Conditions and converts the result into the Collateral Valuation Currency. A Transactional Margin Deficit is the excess of the Transaction Amount6(being the Required Collateral Value jointly notified by the Issuer
1 The Collateral Service Agreement defines Margined Value as:
In case a Margin Percentage is chosen: with respect to an Eligible Security or Collateral Security, the Market Value of that Security (including any accrued interest on that Security) divided by the applicable Margin Percentage (expressed as a decimal) and converted into the applicable Transaction Currency or, with respect to an amount of Eligible Cash or Collateral Cash, the amount of that Cash divided by the applicable Margin Percentage (expressed as a decimal) and translated into the applicable Transaction Currency.
In case a Haircut Percentage is chosen: with respect to an Eligible Security or Collateral Security, the Market Value of that Security (including any accrued interest on that Security) multiplied by the applicable Haircut Percentage (expressed as a decimal) and converted into the applicable Transaction Currency or, with respect to an amount of Eligible Cash or Collateral Cash, the amount of that Cash multiplied by the applicable Haircut Percentage (expressed as a decimal) and translated into the applicable Transaction Currency.
2 The Collateral Service Agreement defines "Transactional Margin Deficit" as:
On any Business Day, with respect to a Transaction, the excess (if any) of:
The Transaction Amount of the Transaction as of such day; over
The sum of the Margined Values of all Collateral Securities and all amounts of Collateral Cash with respect to the Transaction as of such day.
3 The Collateral Service Agreement defines Market Value as:
On any Business Day, with respect to any Security, the market value of such Security as calculated by the Bank based on pricing information obtained by the Euroclear Operator in the ordinary course of its business using methods and sources described in the Operating Procedures.
4 The Collateral Service Agreement defines Margin Percentage as:
The percentage(s) specified in Annex II to the CSA Terms and Conditions, in one or more sets, as such Annex may be amended from time to time.
5 The Collateral Service Agreement defines Haircut Percentage as:
The percentage(s) specified in Annex II to the CSA Terms and Conditions, in one or more sets, as such Annex may be amended from time to time.
6 The Collateral Service Agreement defines Transaction Amount as:
With respect to a Transaction, the Intended Transaction Amount:
increased by the amount of any collateral which fails to be received in Collateral Giver's Account due to a failure of instructions to settle, with respect to a Transaction-size decrease;
increased by the amount of any cash which fails to be received in Collateral Taker's Account due to a failure of instructions to settle, with respect to a substitution of Eligible Securities for Collateral Securities;
decreased by the amount of any collateral which fails to be received in Collateral Taker's Account, whether due to a failure of instructions to settle or to the unavailability of Eligible Securities selected in accordance with the AutoSelect Methodology, in each case with respect to an initiation of a Transaction-size increase; and
decreased by the amount of any cash which fails to be received in Collateral Giver's Account, whether due to a failure of instructions to settle or to the unavailability of Eligible Securities selected in accordance with the AutoSelect Methodology, in each case with respect to a substitution of Eligible Securities for Collateral Securities,
provided that any of the above increases or decreases may be reversed to the extent that the relevant fail is cured.
and Pledgee's Representative to Euroclear as the "Intended Transaction Amount" following adjustment of such amount for certain settlement failures) as of such day over the Margined Values of all eligible securities and cash held in the Secured Accounts as of such day.
If "Autoselect" applies under the Euroclear Documents and the Transactional Margin Deficit is greater than or equal to the "Minimum Margin Amount"7, Euroclear will automatically attempt to select available eligible securities to correct the deficit and will transfer those securities to the Secured Accounts. If "Autoselect" does not apply under the Euroclear Documents, Euroclear will report the deficit to the Pledgee's Representative and the Issuer and those parties will provide matching instructions to Euroclear to transfer additional eligible securities or cash into the Secured Accounts.
On each periodic Collateral Test Monitoring Date, the Collateral Monitoring Agent will check that Euroclear's report for the final hourly optimisation run by Euroclear on such Collateral Test Date (i) does not report a Transactional Margin Deficit that is greater than or equal to the Minimum Margin Amount and (ii) specifies an "Intended Transaction Amount" that is equal to or greater than the Required Collateral Value for such Collateral Test Date. The Collateral Test in respect of a Collateral Test Date will be satisfied if (i) the Transactional Margin Deficit is less than the Minimum Margin Amount and (ii) the "Intended Transaction Amount" is equal to or greater than the Required Collateral Value for the relevant Collateral Test Date. However, the Collateral Test in respect of a Collateral Test Date will not be satisfied if either (i) the Transactional Margin Deficit is greater than or equal to the Minimum Margin Amount or (ii) the "Intended Transaction Amount" is less than the Required Collateral Value for the relevant Collateral Test Date. If the Collateral Test is not satisfied, the Collateral Monitoring Agent will send a Collateral Shortfall Notice to the Issuer. If the Collateral Test is not satisfied for the Required Collateral Default Period following delivery of such Collateral Shortfall Notice, the Collateral Monitoring Agent will send a Required Collateral Default Notice to the Issuer, the relevant Agent and the Pledgee's Representative.
Acceleration and EnforcementIf an Event of Default occurs or is continuing with respect to the Securities, then if Securityholder(s) of at least 33 per cent. of Non-Inventory Collateralised Securities send Acceleration Notice(s) through the relevant Clearing Agent to the relevant Agent, and the default is not cured, an Acceleration Event shall occur in respect of the Securities and the relevant Agent shall promptly send an Acceleration Instruction to the Security Trustee. Following receipt of an Acceleration Instruction, the Security Trustee will, subject to being indemnified and/or secured and/or pre-funded to its satisfaction, deliver a Collateral Enforcement Notice and a Notice of Exclusive Control to the relevant parties.
Upon delivery of the Collateral Enforcement Notice, all Securities will become immediately due and repayable at the Early Termination Amount.
7 The Collateral Service Agreement defines Minimum Margin Amount as:
The amount(s), or the amount(s) determined by application of the percentage(s), specified in Annex II to the CSA Terms and Conditions, in one or more sets, as such Annex may be amended from time to time.
By default, this amount is set at:
5000 units for Transactions with JPY as Reference Currency
500 units for Transactions with NOK, DKK or SEK as Reference Currency
50 unit for Transactions with all other Reference Currencies
Following delivery of a Collateral Enforcement Notice in respect of the Securities, the Security Trustee will enforce the security constituted by the Pledge Agreement and will, acting in accordance with instructions provided by the Instructing Securityholder(s), appoint a Disposal Agent and give instructions to such Disposal Agent to effect a liquidation and realisation of all the Collateral Assets in the Collateral Pool which secures the Securities and subsequently distribute the relevant Collateral Enforcement Proceeds Share to the Securityholders. The Security Trustee will not be obliged to act unless it has first been indemnified and/or secured and/or prefunded to its satisfaction.
The Security Trustee will instruct the Disposal Agent to use the proceeds of such realisation and liquidation of the Collateral Assets to make payment of any amounts payable to the Secured Parties ranking prior to the Securityholders of Non-Inventory Collateralised Securities in accordance with the Order of Priority. Following such payment, Securityholders will be entitled to receive the pro rata share of any remaining proceeds attributable to each Non-Inventory Collateralised Security held by such Securityholder provided that such amount does not exceed the Early Termination Amount. Where the pro rata share of the remaining proceeds for a particular Security is less than the Early Termination Amount, the Securityholder will be entitled to claim against the Issuer for the shortfall on an unsecured basis.
By acquiring and holding the Securities, each Securityholder will be deemed to acknowledge and agree that no Securityholder shall be entitled to have recourse to the Collateral Assets contained in a Collateral Pool other than the Collateral Pool which secures the Securities held by such Securityholder.
Euroclear Event and Collateral Disruption EventsUpon the occurrence of a Euroclear Event or a Collateral Disruption Event, certain Events of Default (including a Required Collateral Default) will be disapplied for the period during which such events are continuing, such period not to exceed 30 days. The Issuer may at its option and in its sole discretion treat such Collateral Disruption Event as an Adjustment/Termination Event and may take certain actions, including adjusting the Terms and Conditions or cancelling the Securities.
RISK FACTORSAn investment in the Securities involves complex risks. Prospective investors should refer to the risk factors as described in this section. Capitalised terms not defined herein shall have the meaning given thereto in the Final Terms and/or Programme. All references to "Deutsche Bank AG", "Deutsche Bank", the "Bank", or "we" or "or" refers to the Issuer.
RISK FACTORS RELATED TO THE ISSUERIn relation to the risks relating to the Issuer, prospective investors should refer to the risk factors set forth in the section entitled "Risk Factors" of the Deutsche Bank AG Registration Document (including the introductory paragraph thereto) contained on pages 3 to 32 (both inclusive) (or, in the consolidated version of the Deutsche Bank AG Registration Document set out in Annex 1 to the Deutsche Bank AG Registration Document Supplement No. 3, pages 44 to 71 (both inclusive)).
RISK FACTORS RELATED TO THE SECURITIESIn relation to the risks relating to the Securities, prospective investors should refer to the risk factors set forth in the sections of the Base Prospectus entitled "Risk Factors Related to the Securities Generally" (excluding the sub-section headed "Risk Factors in relation to Collateralised Securities" thereto) contained on pages 197 to 206 (both inclusive) and "Risk Factors relating to the Market Generally" contained on pages 209 to 212 (both inclusive). In addition, prospective investors should refer to the risk factors set forth in the section entitled "Risk Factors related to the Collateralised Securities" below and the risk factors set forth in the section of the Base Prospectus entitled "Conflicts of Interest" contained on pages 213 to 215 (both inclusive).
RISK FACTORS RELATED TO THE COLLATERALISED SECURITIES The Security Trustee may be entitled not to act following an Acceleration Event if it has not been indemnified and/or secured and/or pre-funded by the SecurityholdersFollowing an Event of Default and subsequent Acceleration Event, the Security Trustee shall be under no obligation to take any action to liquidate or realise any Collateral Assets, if it has not first been indemnified and/or secured and/or prefunded to its satisfaction by the Securityholders of the Collateralised Securities.
In any such event, the Security Trustee may decide not to take any action and such inaction will not constitute a breach by it of its obligations under the any Collateral Transaction Document. Consequently, if applicable, the Securityholders of the Collateralised Securities would have to either arrange for such indemnity and/or security and/or pre-funding, accept the consequences of such inaction by the Security Trustee or appoint a replacement Security Trustee. Securityholders of at least 33 per cent. in aggregate nominal amount or by number (as applicable) of Non-Inventory Collateralised Securities outstanding may remove the Security Trustee and appoint a replacement Security Trustee. Securityholders of the Collateralised Securities should be prepared to bear the costs associated with any such indemnity and/or security and/or pre-funding and/or the consequences of any such inaction by the Security Trustee and/or the replacement of the Security Trustee. Any consequential delay in the liquidation or realisation of the Collateral Assets may adversely affect the amount distributable to Securityholders of Collateralised Securities.
If the Security Trustee fails to enforce the security or fails to apply the proceeds of enforcement for any reason, the Securityholders will be unable to recover the amounts due
to them until such time as the security is enforced and the proceeds thereof are distributed (although the Securityholders will have the right to remove the Security Trustee and appoint a replacement Security Trustee).
The Collateral Assets may be insufficient to pay all amounts due to Securityholders of the Collateralised SecuritiesThe security in relation to a series of Collateralised Securities is limited to the Collateral Assets constituting the Collateral Pool applicable to such series. The amount of Collateral Assets constituting such Collateral Pool will depend on, amongst other things, the Collateralisation Percentage specified in the applicable Product Terms and the "Type of Collateralisation" specified in the Product Terms. There is no guarantee that the Collateral Assets will be sufficient to ensure that, following enforcement of the relevant Pledge Agreement, the amounts available for distribution by the Security Trustee will be sufficient to pay all amounts due to a Securityholder of Collateralised Securities in respect of the relevant series of Collateralised Securities (see "Shortfall on Realisation of Collateral Assets and Recourse of Securityholders of Collateralised Securities"). In particular:
The Collateral Assets may suffer a fall in value between the time at which the relevant Pledge Agreement becomes enforceable and the time at which the Collateral Assets are realised in full.
Low diversification of Collateral Assets in a Collateral Pool may increase the risk that the proceeds of realisation of the Collateral Assets may be less than the sums due to the relevant Securityholder of Collateralised Securities.
Where there is limited liquidity in the secondary market relating to Collateral Assets, in the event of enforcement, the Security Trustee, or the Disposal Agent on its behalf, may not be able to readily sell such Collateral Assets to a third party or may only be able to sell such Collateral Assets at a discounted value.
Depending on the Eligibility Criteria applicable to a series of Collateralised Securities, the Collateral Assets relating to such series could be composed of assets whose value may be positively correlated with the creditworthiness of the Issuer in that adverse economic factors which apply to one may apply to the others, or the default or decline in the creditworthiness of one may itself adversely affect the others.
The Issuer may withdraw and/or replace Collateral Assets from any Secured Account in accordance with the Euroclear Agreements. There is a risk that, following enforcement, the replacement Collateral Asset is realised for a value that is less than the substituted Collateral Asset could have been realised for.
A failure by the Security Trustee, the Pledgee's Representative or the Disposal Agent to perform its obligations with respect to the Collateral Assets following enforcement or to perform its obligations in a timely or efficient manner may adversely affect the realisation of the Collateral Assets and the amount distributable to Securityholders of Collateralised Securities.
Following enforcement of the security, the Security Trustee will appoint a Disposal Agent nominated by the Instructing Securityholder(s) and will act on the instructions of the Instructing Securityholder(s) without regard to the instructions of the other Securityholders. There is a risk that the Instructing Securityholder(s) nominate a
Disposal Agent and/or provide instructions to the Security Trustee that results in delays or the Collateral Assets being realised for less than the Collateral Assets could have been realised for if a different Disposal Agent had been nominated or different instructions had been provided.
Certain thresholds (i.e. the Minimum Margin Amount in the Euroclear Agreements and the Minimum Adjustment Amount in the Secured Conditions) must be exceeded for Collateral Assets to be transferred into the Secured Accounts. There is a risk, therefore, that the value of the Collateral Assets is less than the amounts that are payable to the Securityholders.
In addition, a Securityholder's entitlement on enforcement and realisation of the related Collateral Assets will be subordinated to and therefore rank behind claims relating to any amounts payable to Secured Parties ranking prior to the Securityholder of Non-Inventory Collateralised Securities in accordance with the Order of Priority and any rights of preference existing by operation of law.
A haircut is the percentage by which the market value of a Collateral Asset is discounted and is designed to mitigate potential depreciation in value of the relevant Collateral Asset in the period between the last valuation of the Collateral Asset and the realisation of such Collateral Asset, such period being known as the 'cure period' or 'holding period'. The Product Terms will specify whether or not a haircut applies to a Collateral Pool but will not provide any further information as to the level of any haircut applied to the Collateral Assets in any Collateral Pool. Since the volatility of the value of a Collateral Asset may change through time, haircuts applied to the Collateral Assets may become outdated and may not provide sufficient protection against a shortfall in proceeds necessary to pay all amounts due to a Securityholder of Collateralised Securities.
Investors should conduct their own investigation and analysis with respect to Eligible Collateral Assets including the creditworthiness of issuers of Eligible Collateral Assets. The Collateral Arrangement Parties and their respective affiliates have no obligation to keep investors informed as to any matters with respect to the Collateral Assets.
Shortfall on realisation of Collateral Assets and recourse of Securityholders of Collateralised SecuritiesThe security provided for a series of Collateralised Securities is limited to the Collateral Assets constituting the Collateral Pool applicable to such series. The value realised for the Collateral Assets in the relevant Collateral Pool upon enforcement of the relevant Pledge Agreement may be less than the amounts due to Securityholders of Collateralised Securities in respect of the relevant series of Collateralised Securities and, as a result, investors may lose all or a substantial portion of their investment.
If there is any shortfall in amounts due to a Securityholder of Collateralised Securities in accordance with the Secured Conditions from the proceeds of the realisation of the Collateral Pool, a Securityholder of the Collateralised Securities will be able to claim against the Issuer on an unsecured basis in respect of any shortfall in amounts due to it and will therefore be exposed to the credit risk of the Issuer to the extent of such shortfall. However, in the event of an insolvency of the Issuer there is no guarantee that a Securityholder would be able to recover the shortfall from the Issuer.
Limitations of the security interest under each Pledge AgreementThe Collateral Assets will be transferred into the Secured Accounts, each of which is a "Single Pledgor Pledged Account" in the Euroclear System, which accounts will be secured in favour of the Security Trustee (for its own account and for the account of the Securityholders and the other Secured Parties) pursuant to the relevant Belgian law Pledge Agreement. The Secured Accounts will be opened in the name of the Pledgee's Representative, which will act in the capacity as "Representative" of the Security Trustee in the Euroclear System. The security granted by the Issuer under each Pledge Agreement is
(i) a first-ranking pledge (gage de premier rang/pand in eerste rang) over the Pledged Securities and does not extend to any interest or distributions paid on such Collateral Assets (to the extent such amounts are not held in the relevant Secured Accounts) and (ii) a transfer of title (transfert de propriété à titre de garantie/eigendomsoverdracht ten titel van zekerheid) of the Pledged Cash.
No security interest will be granted by the Issuer over any of its rights under any agreement under which it acquires any Collateral Assets (including, without limitation, any hedging agreements). This means that the Security Trustee will not have the ability to compel the Issuer to enforce its rights (or to enforce such rights on behalf of the Issuer) under any agreement against a counterparty to such agreement.
Under Belgian law, a pledge on fungible securities in the Euroclear System is not considered a pledge on any specific securities themselves, but on the co-proprietary rights of the account holder in a pool of fungible securities, and on a personal right of the account holder against Euroclear Bank (and possibly the issuer) to reclaim in kind the portion of those securities to which it is entitled; these rights are subject to the proportional rights of other claimants in the same pool of fungible securities.
Third party creditors of a Euroclear account holder (such as the Pledgee's Representative) will not be entitled to claim the securities credited to an account which the account holder undertakes will only be used for crediting collateral, but only to the extent the account holder has complied with its legal and contractual obligations of segregation of securities held for its own account and securities held for the account of third parties, and on condition the account holder has not credited to such account any securities it holds for its own account.
The security interest created by the relevant Pledge Agreement will not necessarily have the priority and ranking provided for in such document; in particular, there may be liens created by force of law which will take priority over the security interest created by the relevant Pledge Agreement.
In order to create a valid and perfected pledge over the Pledged Securities, such Pledged Securities must be transferred to a special account in the books of Euroclear. The pledge on the Pledged Securities will only be created and perfected provided that such Pledged Securities have been and remain credited to the Secured Account.
The Belgian Financial Collateral Law requires that the beneficiary of a pledge over financial instruments must obtain effective possession or control of the pledged assets. To effect this required dispossession of the Pledged Securities, in addition to transfer of the Pledged Securities to the Secured Account, the Issuer should not be able to deal with the Pledged Securities in any way. The validity of the pledge could be compromised if the Issuer remains free to deal with the Pledged Securities. In general, this means that the Issuer should not be
able to give instructions in relation to the Pledged Securities without the prior written consent of the Security Trustee.
Securityholders are exposed to the operational and legal risks related to the collateral arrangements and the structure of the Secured AccountsThe Issuer will appoint Collateral Arrangement Parties under the Collateral Transaction Documents to perform custodial, operational and administrative functions relating to the Collateral Assets. A failure by any Collateral Arrangement Party to perform its duties and obligations under the Collateral Transaction Documents, or the occurrence of any adverse event in relation to those entities, may adversely affect the amount payable to a Securityholder following realisation of the Collateral Assets. Accordingly, a Securityholder of Collateralised Securities will be exposed to, amongst other things, the risk of any potential operational disruption, the failure of the Collateral Transaction Documents to be legally binding or any other adverse impact related to a Collateral Arrangement Party (including disruption caused by any insolvency proceedings which may be commenced in respect of a Collateral Arrangement Party). Other than the Security Trustee, none of the Collateral Arrangement Parties acts as a fiduciary or trustee for the benefit of the Securityholders.
Securityholders will not be entitled to enforce the Custody Agreement, the Collateral Monitoring Agent Agreement or the Euroclear Agreements or to proceed directly against Euroclear, the Collateral Monitoring Agent, the Custodian (Security Trustee) or the Pledgee's Representative to enforce the terms of the relevant Collateral Transaction Document. Securityholders will not be entitled to enforce the relevant Pledge Agreement unless the Security Trustee fails to enforce within a reasonable time or the Security Trustee is prevented from enforcing the Pledge Agreement by any court order.
The Issuer and the Pledgee's Representative will notify Euroclear via matching instructions of the "Intended Transaction Amount" that is required to be collateralized by Euroclear under the Euroclear Agreements. While there is a contractual requirement for the parties to provide matching instructions to Euroclear that specify the Required Collateral Value calculated by the Collateral Monitoring Agent as the "Intended Transaction Amount", in practice there is a risk that an incorrect "Intended Transaction Amount" is notified to Euroclear or that the parties fail to notify Euroclear of an increase in the Required Collateral Value, each of which could result in insufficient Collateral Assets being held in the Secured Accounts.
The Collateral Monitoring Agent shall provide the Pledgee's Representative with all relevant details of the matching instructions that the Pledgee's Representative may be required to provide to Euroclear. The Issuer shall provide the Collateral Monitoring Agent with such details. Investors should note that the Collateral Monitoring Agent will not have any fiduciary obligations in respect of the Securityholders and the Security Trustee will not monitor or verify such matching instructions.
Potential conflicts of interest between Securityholders of Collateralised Securities, the Issuer and the Collateralised Securities Valuation AgentAs the Issuer and the Collateralised Securities Valuation Agent are the same legal entity, potential conflicts of interest may arise between the Issuer, the Collateralised Securities Valuation Agent and the Securityholders, including with relation to the determination of the Reference Value, which is used as an input by the Collateral Monitoring Agent to calculate the Required Collateral Value. The Required Collateral Value determines the value of the Collateral Assets that are required to be held in the Secured Accounts and therefore a lower
Required Collateral Value could have an adverse impact on the proceeds of the Collateral Assets that are available to Securityholders following enforcement of the security. In addition, whilst the Collateralised Securities Valuation Agent is obliged to carry out its duties and functions in good faith and in a commercially reasonable manner, it is not acting as a fiduciary or advisor to the Securityholders of Collateralised Securities.
If "Secondary Market Mid Price Collateralisation" or "Secondary Market Bid Price Collateralisation" is specified as the "Type of Collateralisation" in the Product Terms, the Reference Value will be the bid or mid price quoted by the Issuer for the Collateralised Securities on the secondary market. See "Market price determining factors", "The Securities may be illiquid" and "Market-Making for the Securities" for a discussion of risks relating to the secondary market. The Issuer is not obligated to make a market for the Collateralised Securities and, if it does, is not obligated to provide any quotation of bid or offer prices of the Collateralised Securities which is favourable to Securityholders. The Reference Value may be positively correlated with the creditworthiness of the Issuer in that adverse economic factors which apply to the Issuer or the default or decline in the creditworthiness of the Issuer may adversely affect the Reference Value and hence the value of the Collateral Assets required to held in the Secured Accounts.
Following an Event of Default and subsequent Acceleration Event, the Early Termination Amount of the Collateralised Securities is based on the Required Collateral Value last notified by the Collateral Monitoring Agent to the Issuer and the Pledgee's Representative prior to the occurrence of the Event of Default that led to the Acceleration Event. Therefore the potential conflicts of interest described above could also result in a lower Early Termination Amount for the Collateralised Securities which would reduce the entitlement of the Securityholders to the proceeds of realisation of the Collateral Assets and the entitlement of Securityholders to claim any shortfall from the Issuer on an unsecured basis.
Market Value in respect of the Pledged SecuritiesThe market value in respect of the Pledged Securities shall be determined in accordance with the Euroclear Agreements (including for the avoidance of doubt any amendment agreements applicable thereto). Some of the securities comprising or to comprise the Pledged Securities may be illiquid and the price provided by Euroclear may be inaccurate or out of date.
In addition, in some cases a valuation agent (which may be a third party) may provide specific market values for certain securities comprising or to comprise the Pledged Securities. Such valuation agent may be Deutsche Bank or any of ititsaffiliates, or a third party regularly appointed by Deutsche Bank to perform services on its behalf and therefore, where such valuation agent is Deutsche Bank, or, where it is a third-party and even though it is an independent entity, on the basis that it may have a close relationship with Deutsche Bank, in each case this may give rise to potential conflicts of interest between such valuation agent and the Securityholders in relation to the determination of the market value of such securities.
Furthermore, as with any service provider, the valuation agent may make mistakes regarding the determination of the market value of such securities. Such market values will be used by Euroclear for the purposes of crediting securities to or debiting securities from the relevant Secured Accounts. There is a risk that the actual market value of certain Pledged Securities credited to the relevant Secured Account is lower than the market value of such Pledged Securities as determined by the Euroclear and/or the third party valuation agent. In such
circumstances, the proceeds of realisation of the Pledged Securities may be lower than expected, which may increase the likelihood of a shortfall that the Securityholders will need to claim from the Issuer on an unsecured basis.
The Issuer may cancel the Collateralised Securities upon a Collateral Disruption Event or a Euroclear EventCollateralised Securities may be subject to Collateral Disruption Events and/or Euroclear Events, the occurrence of which will disapply certain Events of Default (including a Required Collateral Default) for up to 30 days. The Issuer may elect to treat a Collateral Disruption Event or a Euroclear Event as an Adjustment/Termination Event and may take the actions described in "Adjustment Events and Adjustment/Termination Events". This may increase the possibility (in comparison with Securities which are not secured) of the Collateralised Securities being cancelled and settled early.
Further, following the cancellation and early termination of the Collateralised Securities, a Securityholder of Collateralised Securities may not be able to reinvest the settlement proceeds at an equivalent rate of return to the Collateralised Securities being settled and may only be able to do so at a significantly lower rate or in worse investment conditions. Potential investors should consider reinvestment risk in light of other available investments at the time they contemplate investing in Collateralised Securities.
Nature of Collateral AssetsThe Collateral Assets in respect of the Collateralised Securities will be comprised of assets that satisfy the Euroclear Eligibility Criteria. This may include a wide range of securities.
It may be possible that some of the securities which are eligible in accordance with the relevant Eligibility Criteria include securities where Deutsche Bank AG is arranger and/or has other roles in relation to those securities, including, without limitation, paying agent, calculation agent, account bank, noteholder representative, collateral manager and trustee. There is a risk that the insolvency of the Issuer may cause disruptions in respect of such Collateral Assets that could delay the repayment or realisation of such Collateral Assets and/or reduce their market value.
There may be confidentiality undertakings and/or transfer restrictions in relation to some of the securities comprised in the Collateral Assets and/or the underlying assets in respect of such securities. This in turn may affect the ability of relevant parties to realise the value of the Collateral Assets and/or reduce their market value and/or determine their value.
Some of the securities may be illiquid or opaque in nature. This in turn may affect the ability of relevant parties to realise the value of the Collateral Assets and/or reduce their market value and/or determine their value.
Some of the securities may be correlated with the Issuer. Such securities may therefore lose value if the Issuer defaults in respect of the Collateralised Securities.
This could give rise to the risks set out in "Shortfall on realisation of Collateral Assets and recourse of Securityholders of Collateralised Securities" and "Market Value in respect of the Pledged Securities" above.
Use of Collateralised SecuritiesSome or all of the Collateralised Securities may be subscribed to and retained by Deutsche Bank AG and/or its affiliates; and may be used by Deutsche Bank AG and/or its affiliates in
repurchase transactions, securities loans, total return swaps and/or other transactions of a similar nature.
INCORPORATION BY REFERENCEThis Listing Prospectus should be read and construed in conjunction with the documents incorporated by reference into this Listing Prospectus and each supplement (if any) to this Listing Prospectus. The information contained in the following documents is hereby incorporated by reference into this Listing Prospectus and deemed to form a part of this Listing Prospectus:
the Base Prospectus dated 20 June 2019 relating to issues of the Securities under the Programme by Deutsche Bank AG, London Branch (the "Base Prospectus");
the registration document of Deutsche Bank AG dated 6 April 2020, which has been approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg as competent authority under the Prospectus Regulation in line with the provisions of Article 6 (4) of the Luxembourg Law on Prospectuses for securities (the "Original Deutsche Bank AG Registration Document");
the supplement dated 11 May 2020 to the Original Deutsche Bank AG Registration Document (the "Deutsche Bank AG Registration Document Supplement No. 1");
the supplement dated 5 August 2020 to the Original Deutsche Bank AG Registration Document (the "Deutsche Bank AG Registration Document Supplement No. 2");
the supplement dated 4 November 2020 to the Original Deutsche Bank AG Registration Document (the "Deutsche Bank AG Registration Document Supplement No. 3") (the Original Deutsche Bank AG Registration Document, as supplemented by the Deutsche Bank AG Registration Document Supplement No. 1, the Deutsche Bank AG Registration Document Supplement No. 2 and the Deutsche Bank AG Registration Document Supplement No. 3, the "Deutsche Bank AG Registration Document"); and
the Deutsche Bank Annual Report 2019 (the "2019 Annual Report").
This Listing Prospectus and each of the documents incorporated by reference herein, including the Base Prospectus, will be available on the website of the Luxembourg Stock Exchange, https://www.bourse.lu. The latest Deutsche Bank AG Registration Document and any supplements thereto are available at https://www.db.com/ir/en/registration-documents.htm.
The table below sets out the relevant page references for the information incorporated into this Listing Prospectus by reference.
Page reference Information incorporated by referenceFrom the Base Prospectus
Risk Factors
Risk Factors related to Securities Generally (excluding the sub-section headed "Risk Factors in relation to Collateralised Securities" thereto)
Pages 197 to 206
Risk Factors relating to the Market Generally Pages 209 to 212
Conflicts of Interest Pages 213 to 215
General Information about the Offering of the Securities
Pages 305 to 306
General Information
1. Authorisation Page 315
6. Use of Proceeds Page 315
General Conditions Pages 337 to 472
General Information on Taxation and Selling Restrictions
Pages 719 to 760
From the Original Deutsche Bank AG Registration Document
Risk Factors
Pages 3 to 32
Persons Responsible, Third Party Information and Competent Authority Approval
Page 32
Information about Deutsche Bank Pages 32 and 33
Business Overview Pages 33 to 35
Trend Information Pages 35 to 41
Administrative, Management and Supervisory Bodies and Senior Management
Pages 41 to 44
Major Shareholders Page 44
Financial Information Concerning Deutsche Bank's Assets and Liabilities, Financial Position and Profits and Losses
Pages 44 to 64
Regulatory Disclosures Page 65
Information Incorporated by Reference Pages 65 to 66
Appendix 1 - Information for the purposes of Art. 26(4) of the Regulation (EU) 2017/1129
Pages 67 to 70
From the Deutsche Bank AG Registration Document Supplement No. 1
Statutory Auditors
Page 4
Trend Information Pages 4 to 10
Financial Information concerning Deutsche Bank's Assets and Liabilities, Financial Position and Profits
Pages 10 to 28
and Losses
Regulatory Disclosures Pages 28 to 29
Documents Available Page 29
Information Incorporated by Reference Pages 29 to 30
Appendix 1 - Information for the Purposes of Art. 26
(4) of the Regulation (EU) 2017/1129
Pages 30 to 34
From the Deutsche Bank AG Registration Document Supplement No. 2
Risk Factors
Page 4
Business Overview Page 5
Trend Information Page 5
Financial Information concerning Deutsche Bank's Assets and Liabilities, Financial Position and Profits and Losses
Pages 15 to 34
Regulatory Disclosures Pages 34 to 35
Documents Available Page 35
Information Incorporated by Reference Pages 35 to 37
Appendix 1 - Information for the Purposes of Art. 26
(4) of the Regulation (EU) 2017/1129
Pages 37 to 40
From the Deutsche Bank AG Registration Document Supplement No. 3
Trend Information Pages 4 to 10
Administrative, Management and Supervisory Bodies and Senior Management
Pages 10 to 13
Financial Information concerning Deutsche Bank's Assets and Liabilities, Financial Position and Profits and Losses
Pages 13 to 33
Regulatory Disclosures Page 33
Documents Available Page 33
Information Incorporated by Reference Pages 33 to 36
Appendix 1 - Information for the Purposes of Art. 26
(4) of the Regulation (EU) 2017/1129
Pages 37 to 41
From the 2019 Annual Report
Risk and Capital Performance - Capital, Leverage Ratio, TLAC and MREL
Pages 97 to 110
Consolidated Financial Statements
Consolidated Statement of Income Page 224
Consolidated Statement of Comprehensive Income
Page 225
Consolidated Balance Sheet Page 226
Consolidated Statement of Changes in Equity Pages 227 to 232
Consolidated Statement of Cash Flows Pages 233 to 234
Notes to the Consolidated Financial Statements Pages 235 to 273
Notes to the Consolidated Income Statement Pages 274 to 280
Notes to the Consolidated Balance Sheet Pages 281 to 336
Additional Notes Pages 337 to 395
Confirmations - Independent Auditor's Report Pages 396 to 403
Management Board Pages 406 to 410
Supplementary Information (unaudited) - Non-GAAP Financial Measures
Pages 431 to 439
Investors who have not previously reviewed the information contained in the above documents should do so in connection with their evaluation of the Securities. Any statement contained in a document, all or the relevant portion of which is incorporated by reference into this Listing Prospectus, shall be deemed to be modified or superseded for the purpose of this Listing Prospectus to the extent that a statement contained in this Listing Prospectus or in any supplement to this Listing Prospectus, including any documents incorporated therein by reference, modifies or supersedes such earlier statement. The documents incorporated by reference will be available on the Luxembourg Stock Exchange's website (https://www.bourse.lu).
FINAL TERMSSecond Amended and Restated Final Terms dated 3 December 2025
(amending and restating the first Amended and Restated Final Terms dated 9 May 2025 which amended and restated the original Final Terms dated Final Terms dated 17 December 2020)
DEUTSCHE BANK AG LONDON BRANCH(the "Issuer")
Issue of EUR 725,000,000 Series 2020 R19 Five-YearFixed Rate Notes with Quarterly Coupons due January 20262031
(the "Notes" or "Securities")
under its X-markets Programme for the issuance of Certificates, Warrants and Notes
This document does not constitute 'final terms' for the purposes of the Prospectus Regulation or Part II of the Luxembourg Act dated 16 July 2019 on prospectuses for securities. The Issuer is not offering the Securities in any jurisdiction in circumstances which would require a prospectus pursuant to the Prospectus Regulation and no application has been made for listing the Securities on a regulated market for the purposes of Directive 2014/65/EU on Markets in Financial Instruments (as amended). This document must be read in conjunction with the Base Prospectus dated 20 June 2019 (including the documents incorporated by reference into the Base Prospectus) (the "Base Prospectus").
Terms not otherwise defined herein shall have the meaning given in the General Conditions set out in the Base Prospectus. Full information on the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus.
Investors should note that the Base Prospectus was approved as a base prospectus by the Commission de Surveillance du Secteur Financier in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 as amended but such approval expired on 19 June 2020. The Base Prospectus will not be supplemented or updated following its expiry. Investors should refer to the Issuer's Registration Document dated 6 April 2020, as supplemented, to obtain the latest information regarding the Issuer.
In addition to the "Risk Factors" section of the Base Prospectus, prospective purchasers of the Securities should refer to the additional risk factors set forth in the Listing Prospectus.
The Base Prospectus, any supplement to the Base Prospectus and the Final Terms will be available on the Issuer's website (https://www.xmarkets.db.com) and/or (https://www.investment-products.db.com).
In addition, the Base Prospectus shall be available in physical form and free of charge at the registered office of the Issuer, Deutsche Bank AG, CIB, GME X-markets, Mainzer Landstrasse 11-17, 60329 Frankfurt am Main, its London branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB, its Milan Branch at Via Filippo Turati 27, 20121 Milano, Italy, its Portuguese Branch at Rua Castilho, 20, 1250-069 Lisbon, Portugal and its Spanish Branch at Paseo De La Castellana, 18, 28046 Madrid, Spain.
Terms and ConditionsThe following "Product Terms" of the Securities shall, for the relevant series of Securities, complete and put in concrete terms the General Conditions for the purposes of such series of Securities. The Product Terms and General Conditions together constitute the "Terms and Conditions" of the relevant Securities.
The Secured Conditions in Annex 4 to the General Conditions set out in the Base Prospectus (as amended in these Final Terms) shall apply to the Securities. In the event of any inconsistency between the Secured Conditions and the General Conditions, the Secured Conditions shall prevail for the purposes of the Securities. In the event of any inconsistency between the Secured Conditions and these Product Terms, these Product Terms shall prevail for the purposes of the Securities unless expressly provided to the contrary in these Product Terms.
General Definitions Applicable to the Securities
General Information
Security Type Note - Fixed Rate Interest Note
ISIN DE000DL8Y3X5
WKN DL8Y3X
Common Code 226834141
Issuer Deutsche Bank AG, London Branch
Number of the Securities
725,000 Securities at EUR 1,000 with an aggregate nominal amount of EUR 725,000,000
Issue Price 100 per cent. of the Nominal Amount per Security
Issue Date 17 December 2020
Nominal Amount EUR 1,000 per Note
Calculation Agent The Issuer
Secured Conditions Applicable. The Secured Conditions in Annex 4 to the
General Conditions (as amended in these Final Terms) apply to the Securities.
Collateral Periodic Test Date: Each Collateral Business Day
Collateral Valuation Currency: EUR
Collateralisation Percentage: 100 per cent.
Collateralised Securities Call Right: Not Applicable
Custodian (Security Trustee): The Bank of New York Mellon, London Branch
Collateral Monitoring Agent: The Bank of New York Mellon SA/NV, Dublin Branch
Minimum Adjustment Amount: EUR 250,000
Pledgee's Representative: The Bank of New York Mellon, London Branch, acting as agent on behalf of the Security Trustee
Required Collateral Default Period: Five Collateral Business Days
Required Collateral Value Notification Date: The Issue Date and each Collateral Test Date
Security Trustee: BNY Mellon Corporate Trustee Services Limited
Type of Collateralisation: Par Plus Accrued Interest Collateralisation
The Eligibility Criteria are set out in in Annexes I and II to the CSA Terms and Conditions, which are set out in Annex 3 to these Product Terms
Underlying None
Settlement Cash Settlement
Settlement Date 15 January 20262031or, if such day is not a Business Day, the Settlement Date is postponed to the next day which is a Business Day
Unless the Securities have previously been redeemed or purchased and cancelled in accordance with the General Conditions, the Settlement Date corresponds to the maturity date of the Securities.
Coupon Payment Coupon Payment applies.
Coupon Amount In relation to each Nominal Amount, as specified in
§4(3)(d).
Coupon Means, in respect of a Coupon Period that ends on (but excludes) a Coupon Period End Date falling in the period:
(a) from (and including) the Issue Date to (and including) 19 February 2026, 0.20 per cent. per annum; and
from (but excluding) 19 February 2026, 2.95 per cent. per annum.
Day Count Fraction As defined under no. (5) within §4(3)(f)
30/360
Coupon Period As specified in §4(3)(g).
Unadjusted Coupon Period Applicable
Coupon Payment Date
Business Day
Business Day Convention
Means each Coupon Period End Date or, if any such day is not a Business Day, the Coupon Payment Date is postponed to the next day which is a Business Day.
A day (other than a Saturday or Sunday) on which (a) the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (or any successor thereto) is open, and (b) commercial banks and foreign exchange markets settle payments in the Business Day Locations
Following Business Day Convention
Coupon Period End Date Each of:
each 19 February, 19 May, 19 August and 19 November in each calendar year commencing on (and including) 19 February 2021 and ending on (and including) 19 November 20252030; and
the Settlement Date,
in each case, without adjustment in accordance with any business day convention.
Coupon Cessation Date The Coupon Payment Date scheduled to fall on the Settlement Date
General Definitions Applicable to Certificates
Not Applicable
General Definitions Applicable to Warrants
Not Applicable
General Definitions Applicable to Notes
Cash Amount
In respect of each Note (of the Nominal Amount), an amount in the Settlement Currency equal to the Specified Reference Level
Specified Reference Level 100 per cent. of the Nominal Amount
Specific Definitions Applicable to Notes
Product No. N21: Fixed Rate Interest Note
None
Further Definitions Applicable to the Securities
Settlement Currency Euro, as defined in the Base Prospectus ("EUR")
Business Day Locations London, Brussels and Dublin
Payment Day Locations London, Brussels and Dublin
Minimum Redemption Amount Payable
Not Applicable
Form of Securities Global Security in bearer form
Governing Law English law
Clearing Agent Clearstream Banking AG, Mergenthalerallee 61, 65760 Eschborn, Germany
Amendments to the General Conditions
The definition of "Market Disruption" in §5(4) (Events and/or situations constituting Market Disruption) will be deleted and replaced with the following:
""Market Disruption" means a general banking moratorium is declared in respect of banking activities in any Relevant Country if, in the determination of the Calculation Agent, it is material to the valuation of any Hedging Arrangements of the Issuer in relation to the Securities."
§6(1) (Adjustment Events) and §6(2) (Consequences of an Adjustment Event) of the General Conditions will be deleted.
§6(3) (Adjustment/Termination Event) of the General Conditions will be deleted and replaced with the following:
"(3) Adjustment/Termination Event
The occurrence of any of the following events set out below in respect of (i) the Securities or (ii) any Hedging Arrangements in respect of the Securities shall constitute an "Adjustment/Termination Event":
a Collateral Disruption Event or a Euroclear Event has occurred, as determined by the Issuer or the Collateralised Securities Valuation Agent (as applicable) in its sole and absolute discretion and the Issuer then elects to treat such Collateral Disruption Event or Euroclear Event as an Adjustment/Termination Event;
the Issuer determines that:
the performance of its obligations under the Securities has or will become illegal or not reasonably practical in whole or in part, or such performance would incur materially increased direct or indirect costs, taxes, duties or expenses (as compared to the position on the Issue Date); or
it is or will become illegal or not reasonably practical for the Issuer to acquire, establish, re-establish, substitute, maintain, unwind or dispose of its Hedging Arrangements with respect to the Securities, in whole or in part, or the Issuer will incur materially increased direct or indirect costs, taxes, duties or expenses or fees in acquiring, establishing, re-establishing, substituting, maintaining, unwinding or disposing of its Hedging Arrangements (as compared to the position on the Issue Date), including, without limitation, due to any increase in tax liability, decrease in tax benefits or other adverse effect on the tax position of the Issuer,
(without limitation the Issuer may determine this in circumstances where there is a change in applicable law or regulation (including without limitation, any tax law) in any relevant jurisdiction or interpretation by any court, tribunal or regulatory authority of any such relevant law or regulation (including any action taken by a taxing authority));
the Issuer determines that it is unable, after using commercially reasonable efforts, to realise, recover or remit the proceeds of any Hedging Arrangement(s);
the Issuer determines, at any time, that a Market Disruption exists and the Issuer then elects to treat such Market Disruption as an Adjustment/Termination Event.
The occurrence of any Adjustment/Termination Event may have the result that the Issuer is either not able to continue to perform its obligations under the Securities or to maintain its Hedging Arrangements or will incur increased costs, taxes, or expenses in so doing, and such impracticality or increased costs, taxes, or expenses have not been reflected in the pricing of the Securities. As a result, the Issuer shall be entitled to make adjustments to the Terms and Conditions or to pay the Extraordinary Redemption Amount (as defined below) in respect of each Security held by each Securityholder in discharge of its obligation to pay the Cash Amount and the Coupon Amounts, as applicable, or to cancel and terminate the Securities following the occurrence of any such Adjustment/Termination Event as set out in para. (4) below. This is part of the economic risk Securityholders bear when investing in the Securities and the basis on which the Securities are priced.
For the avoidance of doubt, an event or circumstance may at the same time qualify as an Adjustment/Termination Event under more than one of the above items (a)-(d)."
§6(4) (Adjustment/Termination Event) of the General Conditions will be deleted and replaced with the following:
"(4) Consequences of an Adjustment/Termination Event
Following the occurrence of an Adjustment/Termination Event, the Calculation Agent may take any of the following actions. In particular, it should be noted that para. (b) below allows a termination and cancellation of the Securities:
the Calculation Agent may make such adjustments to the Terms and Conditions as it, in its reasonable discretion, determines necessary or appropriate in order to account for the effect of such Adjustment/Termination Event and/or to preserve as nearly as practicable the economic equivalence of the Securities before and after the occurrence of such Adjustment/Termination Event and/or to enable it to maintain its Hedging Arrangements (as applicable) and determine when these adjustments become effective.
Such adjustments may take into account any increased direct or indirect cost to the Issuer as a result of or in connection with the relevant Adjustment/Termination Event including, without limitation, any tax, duty, withholding, deduction or other charge whatsoever (including but not limited to a change in tax consequences) for the Issuer. Such change in tax consequences may include, but is not limited to, any changes resulting from any Hedging Arrangements of the Issuer in relation to the Securities.
Notwithstanding anything to the contrary in these Conditions, in exercising its discretion and/or in making any election, determination or adjustment, the Issuer, the Calculation Agent and any other relevant Agent shall do so in good faith and in a commercially reasonable manner, to preserve or restore the economics of the agreed terms, as far as possible. Any such election, determination or adjustment shall not create a significant imbalance between the rights and obligations of the Issuer compared to the Securityholders, to the detriment of the Securityholders.
-
If the Calculation Agent is not able to or elects not to determine or effect an appropriate adjustment pursuant to §6(4)(a), the Securities may be terminated and cancelled by the Issuer giving notice to Securityholders as soon as practicable in accordance with §16, which notice shall contain brief details of the Adjustment/Termination Event. If the Securities are so terminated and cancelled, the Issuer will, if and to the extent permitted by applicable law, pay an amount to each Securityholder in respect of each Security (of the Nominal Amount) held by such Securityholder which amount shall be the Extraordinary Redemption Amount (as defined below) relating to the Security taking into account the relevant Adjustment/Termination Event, all as determined by the Calculation Agent in its reasonable discretion. Payment will be made in such manner as shall be notified to the Securityholders in accordance with §16.
The Calculation Agent shall, as soon as practicable after receipt of any written request from a Securityholder to do so, advise such Securityholder of any determination made by it pursuant to this §6 which occurs on or before the date of receipt of such request. The Calculation Agent shall make available for inspection by Securityholders copies of any such determinations.
For the purposes hereof, "Extraordinary Redemption Amount" means the aggregate of the par value and accrued but unpaid interest (if any) per Security, all as determined by the Calculation Agent in its reasonable discretion."
§7(3) (Status) of the General Conditions will be deleted and replaced with the following:
"(3) Status
The Securities constitute unsubordinated preferred liabilities of the Issuer ranking pari passu among themselves and pari passu with all other unsubordinated preferred liabilities of the Issuer, subject, however, to statutory priorities conferred to certain unsubordinated preferred liabilities 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."
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Deutsche Bank AG published this content on December 03, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on December 03, 2025 at 17:32 UTC.
