Commentary & Deal Flow

Final Books above €6.75bn. Peak book above €7bn+

Launched: PerpNC10: €1.25bn @ 6.750% - Books above €7bn+
Book Update: Book in excess of €5bn
IPTs: PerpNC10: 7.250%a

• Issuer: Deutsche Bank Aktiengesellschaft, Frankfurt am Main
• BBG Ticker: DB Corp <GO>
• Issuer LEI: 7LTWFZYICNSX8D621K86
• Expected Instrument Ratings: Ba2/BB/BB+ (Moody's/S&P/Fitch)
• Instrument: Undated Non-cumulative Fixed to Reset Rate Additional Tier 1 Notes of 2026 (the "Notes"), intended to qualify as own funds instruments in the form of AT1 Instruments within the meaning of Art. 52 CRR or any successor provision thereof
• Format: Reg S only, Bearer
• Maturity: Undated, with no scheduled maturity date
• Size: €1.25bn
• Final Terms: 6.750% s.a. cpn
• Status of the Notes: Unsecured and subordinated, ranking pari passu among themselves and, subject to applicable laws from time to time, pari passu with all other equally subordinated obligations of the Issuer under or in respect of AT1 Instruments
• In the event of resolution measures and in the event of the dissolution, liquidation, insolvency, composition or other proceedings for the avoidance of insolvency of, or against, the Issuer, obligations under the Notes shall be fully subordinated to all obligations which do not qualify as AT1 Instruments or CET1 instruments; this includes:
• (i) unsubordinated creditors (including non-preferred debt instruments),
• (ii) claims specified in § 39(1) nos. 1-5 of the German Insolvency Statute (InsO),
• (iii) contractually subordinated obligations within the meaning of § 39(2) InsO which do not qualify as Own Funds Instruments,
• (iv) the claims under tier 2 instruments (Art. 63 CRR), and
• (v) all other obligations which pursuant to mandatory law (including pursuant to § 46f(7a) sentence 3 KWG) have to be satisfied with priority to AT1 Instruments
• Issue Date: 13-May-26 (T+4)
• Optional Redemption Dates: (i) each Business Day during the period from 30-Oct-35 (inclusive) to the First Reset Date (inclusive); and (ii) after the First Reset Date, each Business Day falling in a period from 30-Oct (inclusive) immediately before each Reset Date to such Reset Date (inclusive).
• Reset Dates: 30-Apr-36 (the "First Reset Date") and each fifth anniversary of the immediately preceding Reset Date
• Interest Payment Dates: 30-Apr and 30-Oct in each year (commencing 30-Oct-26, short first coupon)
• Interest Rate: Subject to any discretionary or compulsory cancellation of interest the applicable rate of interest for the period from the Issue Date (inclusive) to the First Reset Date (exclusive) will be a fixed rate of 6.750% per cent. per annum (expressed on a semi-annual basis) thereafter, the applicable rate of interest will be reset at five year intervals on each Reset Date on the basis of the then prevailing 5-year swap rate for euro swap transactions plus the initial credit spread of [●] per cent. per annum (each expressed on an annual basis, with the resulting rate converted to a semi-annual basis) subject to certain benchmark replacement fallback provisions
• Interest Payments: Fully discretionary and non-cumulative; compulsory cancellation of interest (i) to the extent that the payment of interest together with any write-up (if any), any additional Distributions on other Tier 1 Instruments, and the total amount of write-ups (if any) on any other AT1 instruments would exceed the Available Distributable Items; or (ii) the competent authority orders the distribution to be cancelled in whole or in part (including, but not limited to, ensuring compliance with MDA); or (iii) if the Issuer is over-indebted or illiquid on the relevant Interest Payment Date or to the extent that the relevant payment of interest would result in an over-indebtedness or illiquidity of the Issuer
• Optional Redemption: Subject to prior permission from the competent authority and certain other redemption conditions, in whole (but not in part) on any Optional Redemption Date, subject to any previous write-down having been fully written-up
• Redemption for Reasons of Taxation: Subject to prior permission from the competent authority and certain other redemption conditions, in whole (but not in part), if the tax treatment of the Notes changes (including but not limited to the tax deductibility of interest payable on the Notes or the obligation to pay Additional Amounts), at their Prevailing Nominal Amount (which may reflect a write-down not been fully written-up) plus accrued interest (if any, and subject to any discretionary or compulsory cancellation)
• Redemption for Regulatory Reasons: Subject to certain conditions, including prior permission of the competent authority, in whole (but not in part), if (i) there is a change in the regulatory classification of the Notes that would be likely to result in (i) their exclusion in full or in part from the Issuer's own funds under the CRR or (ii) a reclassification as a lower quality form of the Issuer's own funds since the issue date, at their Prevailing Nominal Amount (which may reflect a write-down not been fully written-up) plus accrued interest (if any, and subject to any discretionary or compulsory cancellation)
• Additional Call Features: Clean-up Call (75%)
• Trigger Event: Occurs if, at any time, the CET1 ratio, determined on a consolidated basis, falls below 5.125%
• Prevailing Nominal Amount: With respect to any Note: (i) at the date of the issue, the Original Nominal Amount of such Note and (ii) thereafter, the then outstanding nominal amount of such Note as reduced by any write-downs (to the extent not made up for by write-ups)
• Write-down: Temporary write-down of the Prevailing Nominal Amount of the Notes upon occurrence of a Trigger Event
• Write-up: Reinstatement of the Prevailing Nominal Amount of the Notes at Issuer’s discretion, subject to certain conditions
• Statutory resolution measures: Applicable
• Governing Law: German law
• Listing: Luxembourg Stock Exchange (regulated market)
• Documentation: Stand-alone prospectus to be dated 11-May-26 (the “Prospectus”), which will be published and available under https://investor-relations.db.com/creditors/prospectuses/at1-regs
• Interest Convention: Act/Act (ICMA), following unadjusted
• Business Days: T2
• Denominations: €200,000 + €200,000
• ISIN: DE000A460QS4
• Sole Bookrunner: Deutsche Bank Aktiengesellschaft, Frankfurt am Main
• Selling Restrictions: General, US (Reg. S), EEA, UK, Japan, Switzerland, Hong Kong, Australia, Singapore, Italy, Canada, all as per Prospectus
• Target Market: MiFID II professionals/ECPs-only / No PRIIPs KID; UK MiFIR professionals/ECPs-only / No UK PRIIPs KID
• Stabilisation: FCA/ICMA
• Timing: Books are subject. Allocations and Pricing to follow later this afternoon