Commentary & Deal Flow

New Min. Size: 150m

Guidance: 10NC5: SARON MS+135/140bp

• Issuer: Deutsche Bank Aktiengesellschaft, Frankfurt am Main
• Ticker: DB
• Issuer Domicile: Germany
• Domestic / Foreign: Foreign
• Format: Public Fixed-Rate Notes / Reg S (Cat. 2), Bearer
• Securities: Subordinated Tier 2 Notes issued under the Issuer’s EUR 80bn Debt Issuance Programme described in the Securities Notes dated 03-Jun-26 and the Registration Document dated 05-May-26 and as supplemented
• Status: Tier 2 own funds (within the meaning of CRR); subordinated to the claims of other unsubordinated creditors of the Issuer and, under German legislation implementing Art. 48 (7) BRRD contractually subordinated obligations of the Issuer which do not qualify as own funds
• Issuer Rating: A1 (stable) / A (positive) / A+ (positive) (Moody's / S&P / Fitch)
• Instrument Rating (exp): Baa3 / BBB- / BBB (Moody's / S&P / Fitch)
• Issue Size: TBD
• Spread/Yield: SARON MS +135.0 / 140.0 // YTM 1.705% / 1.755% // Govt + 152.0 / 157.0
• Coupon: From (and including) the Settlement Date to (but excluding) the Reset Date: 1.705% p.a. (indicative, will price at par) (30/360, following unadj.). From (and including) the Reset Date at a rate p.a. of [•]% (the “Margin”) above the 5-year-SARON-Midswap-Rate, determined on the second Business Day prior to the Reset Date. The Margin represents the initial credit spread over SARON mid swap for the period until the Reset Date as of the pricing date and does not include a step-up. A Rate Replacement provision and customary fallback provisions will apply to the 5-year-SARON-Midswap-Rate.
• Early Redemption & Reset Date: The Issuer may redeem the Securities in whole, but not in part, on 16-Sep-31 (the Reset Date), with the prior approval of the competent supervisory authority, upon not less than 5 and not more than 60 days' prior notice at the Redemption Amount.
• Maturity: 10NC5 (16-Sep-26 to 16-Sep-36)
• Redemption for Regulatory Reasons: The Issuer may redeem the Securities in whole, but not in part, at any time, with the prior approval of the competent supervisory authority, upon not less than 5 and not more than 60 days' prior notice at the Redemption Amount, if there is a change in the regulatory classification of the Securities that would be likely to result in (i) their exclusion in full or in part from the Issuer’s own funds under the CRR (other than as a consequence of an amortisation in accordance with Article 64 CRR) or (ii) a reclassification as a lower quality form of the Issuer’s own funds than as of the Issue Date, provided that the conditions in Article 78(4)(a) CRR are met.
• Redemption Amount: 100% of Principal Amount at Maturity Date and upon Early Redemption and Redemption for Regulatory Reasons
• Additional Call Features: Clean-up Call (75%)
• Resolution Measures: Prior to any insolvency or liquidation of the Issuer, under bank resolution laws applicable to the Issuer from time to time, the competent resolution authority may write down (including to zero) the obligations of the Issuer under the Securities, convert them into equity (e.g. ordinary shares of the Issuer) or apply any other resolution measure, including (but not limited to) any transfer of such obligations to another entity, an amendment of the Conditions or a cancellation of the Securities.
• Lead Manager(s): Deutsche Bank
• Co-Manager(s): [ ]
• SNB Repo-eligibility: At the discretion of the SNB, expected no
• Set-off right: None
• Documentation: EUR 80,000,000,000 Debt Issuance Programme, dated 03-Jun-26, as supplemented
• FinSA Prospectus: The Base Prospectus and supplements thereto have been filed with SIX for automatic acceptance pursuant to article 54(2) of the FinSA
• Governing Law: German law
• Covenants: Pari Passu
• SIX Listing: 14-Sep-26
• Denomination: CHF 100,000 and multiples thereof
• Selling Restrictions: As per the Issuer’s Debt Issuance Programme dated 03-Jun-26; USA and US persons, UK, EEA (incl. Austria, Belgium, Czech Republic, France, Ireland, Italy, Netherlands, Poland, Spain), Australia, Canada, Hong Kong, Israel, Japan, Singapore and Taiwan.
• Target Market: Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients (all channels for distribution channels). Public Offering in Switzerland only.
• Timing: Today's business