eighth supplement to the base prospectus ... - …a) the deutsche bank aktiengesellschaft eur 80...

EIGHTH SUPPLEMENT TO THE BASE PROSPECTUS DATED 14 DECEMBER 2015

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Deutsche Bank Aktiengesellschaft

(Frankfurt am Main, Germany)

Programme for the issuance of Certificates, Warrants and Notes

This document constitutes a supplement (the "Supplement") to the base prospectus dated 14 December 2015, as supplemented by the supplements dated 8 February 2016, 29 March 2016, 1 April 2016, 17 May 2016, 26 May 2016, 14 July 2016 and 26 July 2016 (together the “Base Prospectus”), pursuant to article 13 of Chapter 1 of Part II of the Luxembourg Law dated 10 July 2005 on prospectuses for securities (the "Law"), and should be read in conjunction with the Base Prospectus.

Terms defined in the Base Prospectus have the same meaning in this Supplement.

This Supplement contains updated information relating to the Base Prospectus. Any Base Prospectus information not supplemented herein should be regarded as unchanged. This Supplement shall be published on the Issuer's website (http://www.uk.x-markets.db.com/UK/showpage.asp?pageid=212) and on the website of the Luxembourg Stock Exchange (www.bourse.lu).

The Base Prospectus is revised in this respect with effect from and including the date of this Supplement.

The Issuer accepts responsibility for the information contained in this document. To the best of the knowledge and belief of the Issuer (who has 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. Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus has arisen or been noted, as the case may be, since the publication of the Base Prospectus.

To the extent that there is any inconsistency between (a) any statement in this Supplement and (b) any statement in the Base Prospectus, the statements in (a) above will prevail.

In accordance with Article 13 paragraph 2 of the Law, investors who have already agreed to purchase or subscribe for securities before the Supplement is published shall have the right, exercisable within a time limit of two working days after the publication of this Supplement to withdraw their acceptances. Investors may therefore withdraw their acceptances by the 12 August 2016. This withdrawal right will only apply to those investors who have agreed to purchase or subscribe the securities in accordance with Final Terms issued under the Base Prospectus before the publication of this Supplement and for which the offering period has not yet elapsed or admission to trading on a regulated market has not yet been obtained as of the date of this Supplement.

This Supplement is dated 10 August 2016.

http://www.bourse.lu/


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On 27 July 2016 the interim report (unaudited) as of 30 June 2016 of the Deutsche Bank Group was published.

The Base Prospectus is accordingly amended as follows:

I.

In Chapter “I. Summary”, “Section B – Issuer”, Element B.12 “Selected historical key financial information” (page 7) the text contained in the right column (including the table) shall be deleted and replaced as follows:

“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 2014 and 31 December 2015 as well as from the unaudited consolidated interim financial statements as of 30 June 2015 and 30 June 2016.

31 December 2014

(IFRS, audited)

30 June 2015 (IFRS,

unaudited)

31 December 2015

(IFRS, audited)

30 June 2016 (IFRS, unaudited)

Share capital (in EUR)

3,530,939,215.36 3,530,939,215.36 3,530,939,215.36 3,530,939,215.36*

Number of ordinary shares

1,379,273,131 1,379,273,131 1,379,273,131 1,379,273,131*

Total assets (in million Euro)

1,708,703 1,694,176 1,629,130 1,803,290

Total liabilities (in million Euro)

1,635,481 1,618,440 1,561,506 1,736,481

Total equity (in million Euro)

73,223 75,736 67,624 66,809

Common Equity Tier 1 capital ratio1

15.2% 14.2% 13.2% 12.2%2

Tier 1 capital ratio1

16.1% 14.9% 14.7% 14.0%3

* Source: Issuer’s website under https://www.db.com/ir/en/share-information.htm; date: 10 August 2016. 1 Capital ratios are based upon transitional rules of the CRR/CRD 4 capital framework; 2 The Common Equity Tier 1 capital ratio as of 30 June 2016 on the basis of CRR/CRD 4 fully loaded

was 10.8% (in line with the Management Board’s decision not to propose any dividend on common stock for the fiscal year 2016).

3 The Tier 1 capital ratio as of 30 June 2016 on the basis of CRR/CRD 4 fully loaded was 12.0%.”


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II.

In Chapter “I. Summary”, “Section B – Issuer” Element B.12, “Significant changes in the financial or trading position” (page 8) the text contained in the right column shall be deleted and replaced as follows:

“Not applicable. There has been no significant change in the financial position or trading position of Deutsche Bank since 30 June 2016.”

III.

In Chapter “I. Summary”, “Section B – Issuer” Element B.13, “Recent events material to the Issuer’s solvency” (page 8) the text contained in the right column shall be deleted and replaced as follows:

“Not applicable. There are no recent events (since 30 June 2016) particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer‘s solvency.”

IV.

In Chapter “I. Summary”, “Section D – Risks” Element D.2 “Key information on the key risks that are specific and individual to the issuer” (pages 86-88) the text contained in the second bullet point in the right column shall be deleted and replaced as follows:

“

The increasing attractiveness of anti-European Union political movements to voters in a number of countries in the European Union could lead to a partial unwinding of European integration. In particular, on 23 June 2016, the UK voted in a national referendum to withdraw from the European Union. The referendum is not legally binding and the point in time when the UK ceases to be a member state of the European Union depends on the outcome of the negotiations about the withdrawal which will commence when the UK formally serves notice to the European Council. Given these and other uncertainties in connection with the UK’s withdrawal, it is difficult to determine the exact impact on Deutsche Bank. However, the developments in the UK or an escalation of political risks in other member states of the European Union could undermine the confidence in the European Union and its internal market as well as the eurozone and could, separately or in combination with each other, potentially lead to declines in business levels, write-downs of assets and losses across Deutsche Bank’s businesses. Deutsche Bank’s ability to protect itself against these risks is limited.”

V.

In Chapter “III. General Information on the Programme”, Section “B. Form of Document – Publication”, sub-section “2. Publication” (page 160) the last paragraph shall be deleted and replaced as follows:

“The consolidated annual financial statements of Deutsche Bank AG for the financial years ending 31 December 2014 and 31 December 2015 (audited), the financial statements and the management report (HGB) of Deutsche Bank AG for the financial year ending 31 December 2015 (audited) and Deutsche Bank Group's interim report as of 30 June 2016 (unaudited) are available on the freely accessible website of the Issuer (https://www.db.com/ir/index_e.htm).”

VI.

In Chapter “III. General Information on the Programme”, the information contained in Section “G. Documents Incorporated by Reference” (pages 247-251) shall be deleted and replaced as follows:


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“

1. Documents Incorporated by Reference

The following documents, which have previously been published or are published simultaneously with this Base Prospectus and have been filed with the CSSF, shall be deemed to be incorporated by reference in, and to form part of, this Base Prospectus:

a) the Deutsche Bank Aktiengesellschaft EUR 80 billion Debt Issuance Programme Base Prospectus dated 24 June 2016, save that only pages 33 to 99 (inclusive) and page 903 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “2016 EMTN Base Prospectus”)

b) the first Supplement to the 2016 EMTN Base Prospectus dated 13 July 2016, save that only pages 2 to 3 (inclusive) shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “First Supplement to the 2016 EMTN Base Prospectus”)

c) the second Supplement to the 2016 EMTN Base Prospectus dated 22 July 2016, save that only page 3 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Second Supplement to the 2016 EMTN Base Prospectus”)

d) the third Supplement to the 2016 EMTN Base Prospectus dated 4 August 2016, save that only pages 5 to 27 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Third Supplement to the 2016 EMTN Base Prospectus”)

e) the unaudited interim report as of 30 June 2016 of the Deutsche Bank Group, save that only pages 70 to 126 (inclusive) shall be deemed to be incorporated by reference in, and form part of this Base Prospectus (the “30 June 2016 Interim Report”)

f) the unaudited interim report as of 31 March 2016 of the Deutsche Bank Group (the “31 March 2016 Interim Report”);

g) the unaudited interim report as of 30 September 2015 of the Deutsche Bank Group (the “30 September 2015 Interim Report”);

h) the Annual Report of Deutsche Bank Aktiengesellschaft as of 31 December 2015, save that only pages 29 to 417(Management Report and Financial Statements) shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (“2015 Financial Report”);

i) the Financial Report of Deutsche Bank Aktiengesellschaft as of 31 December 2014 (“2014 Financial Report”);

j) the Financial Report of Deutsche Bank Aktiengesellschaft as of 31 December 2013 (“2013 Financial Report”);

k) the base prospectus dated 19 December 2013 relating to the x-markets Programme for the issuance of certificates, warrants and notes by Deutsche Bank AG, as supplemented by the second supplement to the base prospectus dated 21 February 2014, the fifth supplement to the base prospectus dated 30 May 2014 and the sixth supplement to the base prospectus dated 8 August 2014 (as supplemented, the “2013 Base Prospectus”);

l) the base prospectus dated 18 December 2014 relating to the x-markets Programme for the issuance of certificates, warrants and notes by Deutsche Bank AG (the “2014 Base Prospectus”).

m) the Deutsche Bank Aktiengesellschaft EUR 80 billion Debt Issuance Programme Base Prospectus dated 25 June 2015, save that only pages 35 to 98 (inclusive) and page 898 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “EMTN Base Prospectus”);

n) the first supplement to the EMTN Base Prospectus dated 7 August 2015, save that only pages 2-33 (inclusive) shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “First Supplement to the EMTN Base Prospectus”);


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o) the second supplement to the EMTN Base Prospectus dated 2 October 2015, save that only page 3 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Second Supplement to the EMTN Base Prospectus”);

p) the third supplement to the EMTN Base Prospectus dated 13 October 2015, save that only page 2 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Third Supplement to the EMTN Base Prospectus”);

q) the fourth supplement to the EMTN Base Prospectus dated 11 November 2015, save that only pages 3 to 37 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Fourth Supplement to the EMTN Base Prospectus”);

r) the sixth supplement to the EMTN Base Prospectus dated 4 February 2016, save that only pages 16 to 18 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Sixth Supplement to the EMTN Base Prospectus”);

s) the seventh supplement to the EMTN Base Prospectus dated 21 March 2016, save that only pages 4 to 37 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Seventh Supplement to the EMTN Base Prospectus”); and

t) the eighth supplement to the EMTN Base Prospectus dated 6 May 2016, save that only pages 6 to 32 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Eighth Supplement to the EMTN Base Prospectus”).

Following the publication of this Base Prospectus a supplement may be prepared by the Issuer and approved by the CSSF in accordance with Article 13 of the Law. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Base Prospectus or in a document which is incorporated by reference in this Base Prospectus. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Base Prospectus.

2. Cross Reference List

The cross reference list below sets out the relevant page references for the information incorporated by reference into this Base Prospectus.

a) The following information is set forth in the 2016 EMTN Base Prospectus: Section of the 2016 EMTN Base Prospectus Page Reference Risk Factors 33-62

Responsibility Statement 64

Statutory Auditors 72

Information about Deutsche Bank 72

Business Overview 72-73

Organisational Structure 73-74

Trend Information 74-79


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Administrative, Management and Supervisory Bodies 80-82

Major Shareholders 82

Historical Financial Information/Financial Statements 82

Auditing of Historical Annual Financial Information 83

Legal and Arbitration Proceedings 83-99

Significant Change in Deutsche Bank Group’s Financial Position 99

Material Contracts 99

Third Party Information and Statement by Experts and Declaration of any Interest

99

Documents on Display 903

b) The following information is set forth in the First Supplement to the 2016 EMTN Base Prospectus: From the First Supplement to the 2016 EMTN Base Prospectus Page Reference Risk Factors 2-3

c) The following information is set forth in the Second Supplement to the 2016 EMTN Base Prospectus:

From the Second Supplement to the 2016 EMTN Base Prospectus Page Reference Risk Factors 3

d) The following information is set forth in the Third Supplement to the 2016 EMTN Base Prospectus: From the Third Supplement to the 2016 EMTN Base Prospectus Page Reference Risk Factors 5-7




e) The following information is set forth in the 30 June 2016 Interim Report:

From the 30 June 2016 Interim Report Page Reference

Review Report (unaudited) 70

Consolidated Statement of Income (unaudited) 71


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Consolidated Statement of Comprehensive Income (unaudited) 72

Consolidated Balance Sheet (unaudited) 73

Consolidated Statement of Changes in Equity (unaudited) 74-75

Consolidated Statement of Cash Flows (unaudited) 76-77

Basis of Preparation (unaudited) 78

Information on the Consolidated Income Statement (unaudited) 85-87

Information on the Consolidated Balance Sheet (unaudited) 88-126

f) The following information is set forth in the 31 March 2016 Interim Report:

From the 31 March 2016 Interim Report Page Reference










g) The following information is set forth in the 30 September 2015 Interim Report

From the 30 September 2015 Interim Report Page Reference






Consolidated Statement of Cash Flows (unaudited) 84



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h) The following information is set forth in the Financial Report of the Issuer as of 31 December 2015:

From the 2015 Financial Report Page Reference

Management Report 29-243

Consolidated Statement of Income 245

Consolidated Statement of Comprehensive Income 246

Consolidated Balance Sheet 247

Consolidated Statement of Changes in Equity 248-249

Consolidated Statement of Cash Flows 250

Notes to the Consolidated Financial Statements 251-282

Notes to the Consolidated Income Statement 283-288

Notes to the Consolidated Balance Sheet 289-352

Additional Notes 353-414

Independent Auditors’ Report 415-416

i) The following information is set forth in the Financial Report of the Issuer as of 31 December 2014:






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Notes to the Consolidated Financial Statements including Table of Content 319-478


j) The following information is set forth in the Financial Report of the Issuer as of 31 December 2013:







Consolidated Statement of Cash Flows 287-288


Independent Auditors’ Report 448

k) The following information is set forth in the 2013 Base Prospectus:

Section of 2013 Base Prospectus Page Reference

IV. General Conditions 232-328 V. Product Terms 329-480 VI. Form of Final Terms* (the “2013 Form of Final Terms”) 481-534 Second supplement to the 2013 Base Prospectus dated 21 February 2014

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Fifth supplement to the 2013 Base Prospectus dated 30 May 2014 4-5


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Sixth supplement to the 2013 Base Prospectus dated 8 August 2014 15-16 *Save as provided in paragraph 10 (Fungible issuances) of section III.H entitled “General Information” of this Base Prospectus.

l) The following information is set forth in the 2014 Base Prospectus:


IV. General Conditions 245-334 V. Product Terms 335-500 VI. Form of Final Terms* (the “2014 Form of Final Terms”) 501-551 *Save as provided in paragraph 10 (Fungible issuances) of section III.H entitled “General Information” of this Base Prospectus.

The information incorporated by reference which is not included in the cross reference list, is considered as additional information and is not required by the relevant schedules of the Regulation 809/2004 of the European Commission, as amended. Any documents incorporated by reference in the EMTN Base Prospectus and the 2016 EMTN Base Prospectus shall not thereby be deemed incorporated by reference in this Base Prospectus and are either deemed not relevant for an investor or are otherwise covered elsewhere in this Base Prospectus. Where only certain pages of the documents appearing in the Documents Incorporated by Reference list are mentioned as being incorporated into this Base Prospectus, the remaining pages of those documents are not deemed to be incorporated by reference into this Base Prospectus and are either deemed not relevant for an investor or are otherwise covered elsewhere in this Base Prospectus.

The documents specified above and incorporated by reference shall be available in physical form at the registered office of the Issuer and, in case of admission to trading of the Securities on the Luxembourg Stock Exchange, in Luxembourg in physical form at the office of Deutsche Bank Luxembourg S.A. at 2, boulevard Konrad Adenauer, L–1115 Luxembourg or at the Issuer’s listing agent in Luxembourg, Banque de Luxembourg S.A., at 14, boulevard Royal L-2449, Luxembourg, and at the Issuer’s Zurich Branch, Uraniastrasse 9, PF 3604, CH-8021 Zurich, Switzerland (where it can also be ordered by telephone +41 44 227 3781 or fax +41 44 227 3084).

The documents incorporated by reference shall also be available for viewing on the website of the Luxembourg Stock Exchange: www.bourse.lu.”

VII.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, the text contained in sub-section “3. Legal and Arbitration Proceedings” (page 252) shall be deleted and replaced as follows:

“Save as disclosed in the 2016 EMTN Base Prospectus (as supplemented from time to time), on the pages identified in items a) – d) of the Cross Reference List on pages 248-251 as relating to “Legal and Arbitration Proceedings”, there have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware) during the last twelve months which



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may have, or have had in the recent past, significant events on the Issuer’s financial position or profitability.”

VIII.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, the text contained in the second sentence of sub-section “2. Material Adverse Change in the Prospects of Deutsche Bank and Significant Change in Deutsche Bank’s Financial or Trading Position” (page 252) shall be deleted and replaced as follows: “There has been no significant change in the financial position and the trading position of Deutsche Bank Group since 30 June 2016.”

IX.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, the text contained in “9. Administrative, management and supervisory bodies” (page 257-260) shall be deleted and replaced as follows:

“In accordance with German law, Deutsche Bank has both a Management Board (Vorstand) and a Supervisory Board (Aufsichtsrat). These Boards are separate; no individual may be a member of both. The Supervisory Board appoints the members of the Management Board and supervises the activities of this Board. The Management Board represents Deutsche Bank and is responsible for the management of its affairs.

The Management Board consists of:

John Cryan Chairman; Communications and Corporate Social Responsibility (CSR); Group Audit; Corporate Strategy; Research; Incident and Investigation Management (IMG); Non-Core Operations Unit; Regional Management EMEA (excl. Germany and the UK) and Global Coordination; Deutsche Asset Management (DeAM)1

Kimberly Hammonds Chief Operating Officer and Group Chief Information Officer

Stuart Wilson Lewis Chief Risk Officer

Sylvie Matherat Chief Regulatory Officer: Group Regulatory Affairs, Group Structuring, Public Affairs, Compliance and Anti-Financial Crime

Garth Ritchie Head of Global Markets; Regional Management (CEO) UK

Karl von Rohr Chief Administrative Officer: Global Governance, Human Resources and Legal incl. Data Protection; Coordination of Regional Management COO Organisation

Dr. Marcus Schenck Chief Financial Officer and Corporate M&A

Christian Sewing Head of Private, Wealth & Commercial Clients; Regional Management (CEO) Germany; Art, Culture and Sports

Werner Steinmüller Regional Management (CEO) APAC

Jeffrey Urwin Head of Corporate & Investment Banking; Regional Management Americas

________________ 1 Until and including 30 September 2016; with effect as of 1 October 2016, Nicolas Moreau is appointed as

member of the Management Board and will be responsible for Deutsche Asset Management (DeAM) from


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this point in time.


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The Supervisory Board consists of the following members:

Dr. Paul Achleitner Chairman of the Supervisory Board of Deutsche Bank AG, Frankfurt

Alfred Herling* Deputy Chairman of the Supervisory Board of Deutsche Bank AG; Chairman of the Combined Staff Council Wuppertal/Sauerland of Deutsche Bank; Chairman of the General Staff Council of Deutsche Bank; Chairman of the Group Staff Council of Deutsche Bank; Member of the European Staff Council of Deutsche Bank

Wolfgang Böhr* Chairman of the Staff Council of Deutsche Bank, Düsseldorf Member of the General Staff Council of Deutsche Bank, Member of the Group Staff Council of Deutsche Bank

Frank Bsirske* Chairman of the trade union ver.di (Vereinte Dienstleistungsgewerkschaft), Berlin

Dina Dublon Member of various supervisory boards/other directorships

Katherine Garrett-Cox No further member of other supervisory boards/other directorships

Timo Heider* Chairman of the Group Staff Council of Deutsche Postbank AG; Chairman of the General Staff Council of BHW Kreditservice GmbH; Chairman of the Staff Council of BHW Bausparkasse AG, BHW Kreditservice GmbH, Postbank Finanzberatung AG and BHW Holding AG; Member of the Group Staff Council of Deutsche Bank; Member of the European Staff Council of Deutsche Bank

Sabine Irrgang* Head of Human Resources Management (Württemberg), Deutsche Bank AG

Prof. Dr. Henning Kagermann President of acatech – German Academy of Science and Engineering, Munich

Martina Klee* Chairperson of the Staff Council Group COO Eschborn/Frankfurt of Deutsche Bank


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Peter Löscher Member of various supervisory boards/other directorships

Henriette Mark*

Chairperson of the Combined Staff Council Munich and Southern Bavaria of Deutsche Bank; Member of the General Staff Council of Deutsche Bank; Member of the Group Staff Council of Deutsche Bank

Richard Meddings** Non-Executive Director in Her Majesty’s Treasury and Non-Executive Director of Legal & General Group Plc

Louise M. Parent Of Counsel, Cleary Gottlieb Steen & Hamilton LLP, New York

Gabriele Platscher* Chairperson of the Combined Staff Council Braunschweig/Hildesheim of Deutsche Bank

Bernd Rose* Chairman of the Joint General Staff Council of Postbank Filialvertrieb AG and Postbank Filial GmbH; Member of the General Staff Council of Deutsche Postbank; Member of the General Staff Council of Deutsche Bank; Member of the European Staff Council of Deutsche Bank

Dr. Johannes Teyssen Chairman of the Management Board of E.ON SE, Dusseldorf

Professor Dr. Klaus Rüdiger Trützschler

Member of various supervisory boards/other directorships

________________

* Elected by the employees in Germany.


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The members of the Management Board accept membership on the Supervisory Boards of other corporations within the limits prescribed by law.

The business address of each member of the Management Board and of the Supervisory Board of Deutsche Bank is Taunusanlage 12, 60325 Frankfurt am Main, Germany.

There are no conflicts of interest between any duties to Deutsche Bank and the private interests or other duties of the members of the Supervisory Board and the Management Board.

Deutsche Bank has issued and made available to its shareholders the declaration prescribed by § 161 AktG.”

X.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, the text contained in sub-section “11. Trend Information – Recent Developments” (page 263-269), the text contained within the text contained within the ‘Outlook’ and ‘Business Segments’ subsections (page 265-269) shall be deleted and replaced as follows:

“In order to highlight the financial objectives of Strategy 2020, financial targets were announced by the Deutsche Bank Group. Some of the important financial Key Performance Indicators (KPIs) of the Group are detailed in the table below.

Group Key Performance Indicators

June 30, 2016 Target for 2018 Target for 2020

CRR/CRD 4 Common Equity Tier 1 capital ratio (fully loaded)1

10.8 %3 At least 12.5 % At least 12.5 %

CRR/CRD 4 leverage ratio (fully loaded)

3.4 % At least 4.5 % At least 5.0 %

Risk-weighted assets2 EUR 402 bn EUR 320 bn EUR 310 bn

1 The CRR/CRD 4 fully loaded Common Equity Tier 1 ratio represents Deutsche Bank’s calculation of its Common Equity Tier 1 ratio without taking into account the transitional provisions of CRR/CRD 4. 2 Excluding expected regulatory inflation. 3 In line with the Management Board’s decision not to propose any dividend on common stock for the fiscal year 2016.

Within its strategic plan, Deutsche Bank used underlying foreign exchange rates of EUR/USD at 1.07 and EUR/GBP at 0.72 in setting the financial targets for 2018 and 2020.

For 2016, Deutsche Bank expects revenues to continue to be impacted by the low interest rate environment, challenging market environment and macro-economic uncertainties. In addition, the implementation of strategic decision relating to restructuring activities across country, client and product portfolio reductions are likely to impact the Bank’s revenue generation capacity. The Bank intends to invest in growth areas of Transaction Banking, Asset Management, Wealth Management and Equities to improve revenue. The Bank expects to incur the majority of its restructuring costs by the end of 2016 with restructuring activities to be mostly completed in 2017. Deutsche Bank’s total costs will continue to be burdened by litigation and restructuring charges in 2016.


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Capital management remains focused on keeping the CRR/CRD 4 fully loaded Common Equity Tier 1 capital ratio (CET 1 ratio) on track to reach the Strategy 2020 target level of minimum 12.5 % by 2018. In 2016, the Bank expects the fully loaded CET 1 ratio to remain broadly flat so that the Bank would remain capitalized above regulatory minimum and SREP requirements. The Bank expects CET 1 capital to be impacted by restructuring cost, litigation, and NCOU de-risking.

Over 2016, risk-weighted assets are expected to decrease mainly driven by the planned acceleration of the Bank’s NCOU derisking program, partly offset by the increase of Operational Risk related risk-weighted assets.

In order to support the overall capitalization of Deutsche Bank, the Management Board proposed to the Supervisory Board to recommend no common share dividend for the fiscal year 2016. In its Strategy 2020 announcement, the Bank articulated that it aspires to pay a competitive common share dividend payout ratio in the medium term.

Deutsche Bank stays committed to reaching a fully loaded CRR/CRD 4 Leverage Ratio of at least 4.5% in 2018 and at least 5% in 2020 per Strategy 2020. While the Bank continues its active CRD 4 exposure management, it expects the CRR/CRD 4 Leverage Ratio to be mainly affected by capital supply development in 2016.

The implementation of Strategy 2020 is well underway. The Bank expects restructuring and severance expenses of approximately EUR 1 billion in the current year. Furthermore, timely and complete achievement of the Bank’s Strategy 2020 aspirations may be adversely impacted by a continued burden from litigation, continued pressure from regulatory induced costs, bank levy charges, and reduced revenue-generating capacities of some of its core businesses in the current challenging market environment. The Bank is nonetheless committed to work towards its target of 10% Post-tax Return on Average Tangible Equity, when Strategy 2020 is to be fully implemented. The measures planned for implementation in 2016, whilst a burden in this year, are key elements to progress towards that target. Overall, the Bank expects a partial improvement of its Post-tax Return on Average Tangible Equity in 2016.

Achieving a structurally affordable cost base is one of Deutsche Bank’s top priorities. The Bank remains committed to its Strategy 2020 target of an adjusted cost base of less than EUR 22 billion and a cost-income ratio of approximately 70% by 2018. However, 2016 will remain a difficult year for Deutsche Bank as it will take some time for the Bank’s restructuring program to become visible in its cost base. The Bank intends to continue to further identify cost savings and efficiencies, but at the same time it will invest in technology and regulatory compliance programs, and it will face higher costs from software amortization. The Bank therefore expects its adjusted costs to be broadly flat in 2016 compared to 2015. In addition, Deutsche Bank’s total costs will continue to be burdened by litigation and restructuring charges in 2016. As a result, the Bank expects its cost-income ratio to improve, but remain at an elevated level in 2016 as it also expects challenges on the revenue side driven by the low interest rate environment, market driven uncertainties and strategic decisions like KYC enhancements and high risk country exits.

Following the UK referendum on EU membership, Deutsche Bank does not currently believe significant changes will be required to its current UK structure or business model in the short term as a result of the referendum. As a bank headquartered in Germany and with a strong presence in the UK, Deutsche Bank is prepared to mitigate the consequences of the UK leaving the EU. The Bank will continue to ensure it is present where its clients are active, whatever the outcome of the negotiations.

By the nature of Deutsche Bank’s business, it is involved in litigation, arbitration and regulatory proceedings and investigations in Germany and in a number of jurisdictions outside Germany, especially in the U.S. Such matters are subject to many uncertainties. While the Bank has resolved a number of important legal matters and made progress on others, it expects the litigation and enforcement environment to continue to be challenging, and could impact the achievement of the above described expectations regarding its performance.

The Business Segments

The following paragraphs contain the outlook of Deutsche Bank’s business segments.

For Global Markets (GM), Deutsche Bank expects the business environment to remain challenging, especially in the light of recent macroeconomic events. In Debt Sales & Trading, the Bank expects industry revenues to decline in 2016 versus 2015 levels, driven by an uncertain market environment leading to lower client activity.


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Equity Sales & Trading revenues for the industry are also expected to be lower for the year versus a very strong 2015. The United Kingdom’s vote to leave the European Union brings with it material uncertainty that is likely to impact economic growth particularly in Europe, and with it industry investment banking revenues potentially beyond 2016. Other ongoing risks and uncertainties also include exposure of global macroeconomic growth to event risks specifically in Europe, lower than expected growth rates and ongoing regulatory developments. Additionally, financial market turbulence, lower client activity, ongoing regulatory pressure, continued pressure on resources, Strategy 2020 execution, e.g. EM Debt hubbing and exiting high risk weight securitized trading, KYC enhancements and litigation charges continue to pose headwinds. However, despite challenging market conditions, Deutsche Bank believes that continued implementation of Strategy 2020 will position it favorably to face potential challenges and capitalize on future opportunities.

For Corporate & Investment Banking (CIB), the business environment is expected to remain challenging throughout second half of 2016 with negative rates in key markets, volatile market conditions, ongoing regulatory pressures and the potential impact of geopolitical events putting downward pressure on the Bank’s business. The UK referendum on European Union membership and the continued uncertainty of how it will proceed is likely to put further pressure on the Corporate Finance fee pool as deals may be postponed or pulled.

In second half of 2016, CIB is focused on continuing to enhance and refine the Bank’s client franchise while improving the soundness and stability of its business model. Deutsche Bank’s client relationships remain a key priority, with the target of being a top three bank for the Bank’s key corporate clients. This comprises shifting resources to higher returning products and relationships while rationalizing lower return, higher risk clients and high risk countries. This may have short term revenue impact to CIB but will be the framework for deepening the Bank’s client relationships. Deutsche Bank will continue to strengthen its processes and IT platforms, while maintaining strict risk, cost and capital discipline to further enhance the resilience and soundness of its business model. Finally, CIB will continue to focus on regulatory compliance, KYC and Client onboarding process enhancements, control and conduct along with system stability in order to provide a strong foundation for future growth of CIB.

Private, Wealth & Commercial Clients (PW&CC) pursues a strategy of creating a leading, digitally enabled advisory bank with a strong focus on growth in Private Banking, Commercial Banking and Wealth Management. Deutsche Bank’s objectives include the provision of seamless client coverage with a distinct Private Banking and Wealth Management approach. The Bank expects to realize synergies to improve efficiency in product offering, digital investment, operations, overhead and support functions. The Bank also intends to further strengthen advisory capabilities and to put less emphasis on capital intensive products to improve capital efficiency. In its Private & Commercial Clients business, Deutsche Bank will adapt its distribution model in line with changing client behavior. Through the optimization of its branch network, the establishment of advisory centers, mobile sales force and 3rd party distribution partners and a strengthened digital offering, the Bank creates a seamless omni-channel model. In its Wealth-Management business, the Bank will strengthen its European presence and expand its services to (Ultra) High Net Worth clients in Asia, the Americas and the Middle East. The completion of the Hua Xia sales transaction is subject to customary closing conditions and regulatory approvals, including that of the China Banking Regulatory Commission. The application has been formally accepted by the China Banking Regulatory Commission in June 2016 and the approval process is now anticipated to be finalized in the third quarter of 2016.

For the remainder of 2016, Deutsche Bank will continue its focus on investment and insurance products, but revenue dynamics in this business continue to be highly dependent on the impact of the current challenging market environment on customer confidence. The Bank also expects revenues from deposit products to continue to suffer from the low interest rate environment while revenues from credit products are expected to slightly grow, reflecting continued customer demand as well as the Bank’s strategy to selectively expand its loan book. Loan loss provisions were on very low levels and benefited in the first quarter from portfolio sales, so that the Bank expects a higher level in the remaining half of 2016. Noninterest expenses in 2016 will continue to include charges and investment spend related to the execution of the above-mentioned transformation measures. In addition, both the Bank’s revenues and noninterest expenses could be impacted by further regulatory requirements.


18

In Deutsche Asset Management (Deutsche AM), Deutsche Bank’s outlook centers around the UK referendum result’s impact on markets, in the context of already fragile investor confidence. The immediate affect was a dramatic fall in sterling, accompanied by a global flight from risk into safe haven assets. Recurring bouts of further volatility across markets are anticipated, but whether longer term market sentiment settles upon United Kingdom referendum as a UK and European event – as opposed to a globally systemic event – will only be determined in the weeks and months ahead. Throughout this uncertain period for investors, Deutsche AM remains focused on delivering as a trusted partner and solutions provider to the clients of the Bank.

Longer term growth trends will continue to favor the Bank’s capabilities in beta (passive) product and alternative investments, as well as active multi-asset solutions. Nonetheless, the Bank continues to foresee challenging net new asset and revenue expectations for 2016, following the effect of net outflows and declining market values in the first half of the year. Difficult investment conditions have exacerbated pressure on industry economics, already challenged by margin compression, rising costs of regulation, and competition. In the face of this challenge, Deutsche Bank intends to maintain a disciplined cost base. Investment in the Bank’s platform and control environment will continue as the Bank ensures stability, enhances its client service, and increases efficiency in its business.

For Postbank (PB), Deutsche Bank expects total net revenues generated by Deutsche Bank’s business to decrease moderately in the second half of 2016 compared to the first half of 2016, primarily driven by substantially lower Other net revenues.

Due to the continued low interest rate environment, Deutsche Bank expects a moderate decrease in net revenues in Savings and Current Accounts. The Bank expects Investment & Insurance to increase moderately, while revenue dynamics in this business remains highly dependent on the customer behavior in the current challenging market environment. The Bank expects a stable development of net revenues for Current accounts, Loans, Home Loans & Savings, Postal and NCOU.

Following the successful completion of the operational separability of Postbank as per the end of the first half 2016, Deutsche Bank’s main efforts include improving its efficiency, strengthening and broadening its lending profile and investing in digitalization, besides continued investments in measures to adapt to and comply with regulatory requirements. Despite these efforts, the low interest rate levels as well as increasing regulatory requirements may continue to adversely impact Deutsche Bank’s profitability.

The Non-Core Operations Unit (NCOU) continues to focus on reducing leverage and risk-weighted assets with an ambition to materially unwind the remaining positions by the end of 2016, such that residual risk-weighted assets are less than EUR 10 billion in aggregate. The aforementioned resolution of a long dated derivative asset will result in RWA relief of approximately EUR 2 billion in the third quarter of 2016. Challenges in the overall market environment may impact the execution of NCOU’s strategy, specifically in terms of the associated timeline and financial impact. This includes any potential economic slowdown or financial market volatility following the outcome of the UK referendum on EU membership. This uncertainty covers a number of factors that can impact the de-risking activity, however Deutsche Bank expects this accelerated wind down to be accretive to the Group’s capital ratios in 2016. The Bank continues to expect the litigation and enforcement environment to remain challenging for the foreseeable future.”

SEVENTH SUPPLEMENT TO THE BASE PROSPECTUS DATED 14 DECEMBER 2015

1




This document constitutes a supplement (the "Supplement") to the base prospectus dated 14 December 2015, as supplemented by the supplements dated 8 February 2016, 29 March 2016, 1 April 2016, 17 May 2016, 26 May 2016 and 14 July 2016 (together the “Base Prospectus”), pursuant to article 13 of Chapter 1 of Part II of the Luxembourg Law dated 10 July 2005 on prospectuses for securities (the "Law"), and should be read in conjunction with the Base Prospectus.






In accordance with Article 13 paragraph 2 of the Law, investors who have already agreed to purchase or subscribe for securities before the Supplement is published shall have the right, exercisable within a time limit of two working days after the publication of this Supplement to withdraw their acceptances. Investors may therefore withdraw their acceptances by the 28 July 2016. This withdrawal right will only apply to those investors who have agreed to purchase or subscribe the securities in accordance with Final Terms issued under the Base Prospectus before the publication of this Supplement and for which the offering period has not yet elapsed or admission to trading on a regulated market has not yet been obtained as of the date of this Supplement.

This Supplement is dated 26 July 2016.



2

On 19 July 2016, the rating agency Standard and Poor’s downgraded the long-term outlook of Deutsche Bank AG from ‘stable’ to ‘negative’.


I.

In Chapter “I. Summary” in “Section B – Issuer” Element B.17 “Credit ratings to the Issuer and the Securities” (pages 8-9) the text contained in the right column in the third paragraph (including the table) shall be deleted and replaced as follows:

“As of 26 July 2016, the following long-term and short-term senior debt ratings were assigned to Deutsche Bank:

Rating Agency Long-term Short-term

Moody’s Baa2

Outlook

stable

P-2

Outlook

stable

S&P

BBB+

Outlook

negative

A-2

Outlook

stable

Fitch

A-

Outlook

stable

F1

Outlook

stable

DBRS

A (low)

Outlook

stable

R-1 (low)

Outlook

stable

”


3

II.


“



a) the Deutsche Bank Aktiengesellschaft EUR 80 billion Debt Issuance Programme Base Prospectus dated 24 June 2016, save that only pages 33 to 99 (inclusive) and page 903 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “2016 EMTN Base Prospectus”)

b) the first Supplement to the 2016 EMTN Base Prospectus dated 13 July 2016, save that only pages 2 to 3 (inclusive) shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “First Supplement to the 2016 EMTN Base Prospectus”)

c) the second Supplement to the 2016 EMTN Base Prospectus dated 22 July 2016, save that only page 3 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Second Supplement to the 2016 EMTN Base Prospectus”)

d) the unaudited interim report as of 31 March 2016 of the Deutsche Bank Group (the “31 March 2016 Interim Report”);

e) the unaudited interim report as of 30 September 2015 of the Deutsche Bank Group (the “30 September 2015 Interim Report”);

f) the Annual Report of Deutsche Bank Aktiengesellschaft as of 31 December 2015, save that only pages 29 to 417(Management Report and Financial Statements) shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (“2015 Financial Report”);

g) the Financial Report of Deutsche Bank Aktiengesellschaft as of 31 December 2014 (“2014 Financial Report”);

h) the Financial Report of Deutsche Bank Aktiengesellschaft as of 31 December 2013 (“2013 Financial Report”);

i) the base prospectus dated 19 December 2013 relating to the x-markets Programme for the issuance of certificates, warrants and notes by Deutsche Bank AG, as supplemented by the second supplement to the base prospectus dated 21 February 2014, the fifth supplement to the base prospectus dated 30 May 2014 and the sixth supplement to the base prospectus dated 8 August 2014 (as supplemented, the “2013 Base Prospectus”);

j) the base prospectus dated 18 December 2014 relating to the x-markets Programme for the issuance of certificates, warrants and notes by Deutsche Bank AG (the “2014 Base Prospectus”).

k) the Deutsche Bank Aktiengesellschaft EUR 80 billion Debt Issuance Programme Base Prospectus dated 25 June 2015, save that only pages 35 to 98 (inclusive) and page 898 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “EMTN Base Prospectus”);

l) the first supplement to the EMTN Base Prospectus dated 7 August 2015, save that only pages 2-33 (inclusive) shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “First Supplement to the EMTN Base Prospectus”);


4

m) the second supplement to the EMTN Base Prospectus dated 2 October 2015, save that only page 3 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Second Supplement to the EMTN Base Prospectus”);

n) the third supplement to the EMTN Base Prospectus dated 13 October 2015, save that only page 2 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Third Supplement to the EMTN Base Prospectus”);

o) the fourth supplement to the EMTN Base Prospectus dated 11 November 2015, save that only pages 3 to 37 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Fourth Supplement to the EMTN Base Prospectus”);

p) the sixth supplement to the EMTN Base Prospectus dated 4 February 2016, save that only pages 16 to 18 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Sixth Supplement to the EMTN Base Prospectus”);

q) the seventh supplement to the EMTN Base Prospectus dated 21 March 2016, save that only pages 4 to 37 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Seventh Supplement to the EMTN Base Prospectus”); and

r) the eighth supplement to the EMTN Base Prospectus dated 6 May 2016, save that only pages 6 to 32 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Eighth Supplement to the EMTN Base Prospectus”).




a) The following information is set forth in the 2016 EMTN Base Prospectus: Section of the 2016 EMTN Base Prospectus Page Reference Risk Factors 33-62

Responsibility Statement 64







5







Material Contracts 99

Third Party Information and Statement by Experts and Declaration of any Interest

99


b) The following information is set forth in the First Supplement to the 2016 EMTN Base Prospectus: From the First Supplement to the 2016 EMTN Base Prospectus Page Reference Risk Factors 2-3

c) The following information is set forth in the Second Supplement to the 2016 EMTN Base Prospectus:

From the Second Supplement to the 2016 EMTN Base Prospectus Page Reference Risk Factors 3

d) The following information is set forth in the 31 March 2016 Interim Report:












6

e) The following information is set forth in the 30 September 2015 Interim Report











f) The following information is set forth in the Financial Report of the Issuer as of 31 December 2015:













7


g) The following information is set forth in the Financial Report of the Issuer as of 31 December 2014:










h) The following information is set forth in the Financial Report of the Issuer as of 31 December 2013:









8



i) The following information is set forth in the 2013 Base Prospectus:



2

Fifth supplement to the 2013 Base Prospectus dated 30 May 2014 4-5 Sixth supplement to the 2013 Base Prospectus dated 8 August 2014 15-16 *Save as provided in paragraph 10 (Fungible issuances) of section III.H entitled “General Information” of this Base Prospectus.

j) The following information is set forth in the 2014 Base Prospectus:



The information incorporated by reference which is not included in the cross reference list, is considered as additional information and is not required by the relevant schedules of the Regulation 809/2004 of the European Commission, as amended. Any documents incorporated by reference in the EMTN Base Prospectus and the 2016 EMTN Base Prospectus shall not thereby be deemed incorporated by reference in this Base Prospectus and are either deemed not relevant for an investor or are otherwise covered elsewhere in this Base Prospectus.

The documents specified above and incorporated by reference shall be available in physical form at the registered office of the Issuer and, in case of admission to trading of the Securities on the Luxembourg Stock Exchange, in Luxembourg in physical form at the office of Deutsche Bank Luxembourg S.A. at 2, boulevard Konrad Adenauer, L–1115 Luxembourg or at the Issuer’s listing agent in Luxembourg, Banque de Luxembourg S.A., at 14, boulevard Royal L-2449, Luxembourg, and at the Issuer’s Zurich Branch, Uraniastrasse 9, PF


9

3604, CH-8021 Zurich, Switzerland (where it can also be ordered by telephone +41 44 227 3781 or fax +41 44 227 3084).


III.

In Chapter “III. General Information on the Programme”, Section “H. General Information” the text contained from the third paragraph and the table up to and excluding the paragraph beginning “Moody’s defines” of subsection “7. Ratings of the Issuer” (pages 253-254) shall be deleted and replaced as follows:

“As of 26 July 2016, the following long-term and short-term senior debt ratings were assigned to Deutsche Bank:


Moody’s Baa2

Outlook

stable

P-2

Outlook

stable

S&P

BBB+

Outlook

negative

A-2

Outlook

stable

Fitch

A-

Outlook

stable

F1

Outlook

stable

DBRS

A (low)

Outlook

stable

R-1 (low)

Outlook

stable

“

IV.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, (page 253), under the paragraph beginning ‘S&P defines’, the information contained in the section beginning ‘stable’ shall be deleted and replaced as follows :



10

“negative/stable: An S&P rating outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically six months to two years). In determining a rating outlook, consideration is given to any changes in the economic and/or fundamental business conditions. An outlook is not necessarily a precursor of a rating change or future CreditWatch action. Rating outlooks fall into five categories: positive, negative, stable, developing and n.m. (not meaningful).

CreditWatch highlights S&P’s opinion regarding the potential direction of a short-term or long-term rating. It focuses on identifiable events and short-term trends that cause ratings to be placed under special surveillance by S&P’s analytical staff. A CreditWatch listing, however, does not mean a rating change is inevitable, and when appropriate, a range of potential alternative ratings will be shown. CreditWatch is not intended to include all ratings under review, and rating changes may occur without the ratings having first appeared on CreditWatch. The "positive" designation means that a rating may be raised; "negative" means a rating may be lowered; and "developing" means that a rating may be raised, lowered, or affirmed.”

SIXTH SUPPLEMENT TO THE BASE

PROSPECTUS DATED 14 DECEMBER

2015

1




This document constitutes a supplement (the "Supplement") to the base prospectus dated 14 December 2015, as supplemented by the supplements dated 8 February 2016, 29 March 2016, 1 April 2016, 17 May 2016 and 26 May 2016 (together the “Base Prospectus”), pursuant to article 13 of Chapter 1 of Part II of the Luxembourg Law dated 10 July 2005 on prospectuses for securities (the "Law"), and should be read in conjunction with the Base Prospectus.






In accordance with Article 13 paragraph 2 of the Law, investors who have already agreed to purchase or subscribe for securities before the Supplement is published shall have the right, exercisable within a time limit of two working days after the publication of this Supplement to withdraw their acceptances. Investors may therefore withdraw their acceptances by the 18 July 2016. This withdrawal right will only apply to those investors who have agreed to purchase or subscribe the securities in accordance with Final Terms issued under the Base Prospectus before the publication of this Supplement and for which the offering period has not yet elapsed or admission to trading on a regulated market has not yet been obtained as of the date of this Supplement.

This Supplement is dated 14 July 2016.




2015

2

On 7 July 2016, the rating agency DBRS Ratings Ltd. downgraded the long-term senior debt rating of Deutsche Bank AG from A to A (low) and outlook from ‘under review with negative implications’ to ‘stable’.


I.

In Chapter “I. Summary” in “Section B – Issuer” Element B.17 “Credit ratings to the Issuer and

the Securities” (pages 8-9) the text contained in the right column in the third paragraph (including

the table) shall be deleted and replaced as follows:

“As of 14 July 2016, the following long-term and short-term senior debt ratings were assigned to

Deutsche Bank:


Moody’s Baa2

Outlook

stable

P-2

Outlook

stable

S&P

BBB+

Outlook

stable

A-2

Outlook

stable

Fitch

A-

Outlook

stable

F1

Outlook

stable

DBRS

A (low)

Outlook

stable

R-1 (low)

Outlook

stable

”



2015

3

II.

In Chapter “III. General Information on the Programme”, Section “H. General Information” the text

contained from the third paragraph and the table up to and excluding the paragraph beginning

“Moody’s defines” of subsection “7. Ratings of the Issuer” (pages 253-254) shall be deleted and

replaced as follows:

“As of 14 July 2016, the following long-term and short-term senior debt ratings were assigned to

Deutsche Bank:


Moody’s Baa2

Outlook

stable

P-2

Outlook

stable

S&P

BBB+

Outlook

stable

A-2

Outlook

stable

Fitch

A-

Outlook

stable

F1

Outlook

stable

DBRS

A (low)

Outlook

stable

R-1 (low)

Outlook

stable

“

III.

On page 256 the paragraph beginning with “DBRS defines…” to be deleted and replaced as follows:

“DBRS defines:

A (low): Good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser quality than “AA”. May be vulnerable to future events, but qualifying negative factors are considered manageable.

Long-term ratings by DBRS are divided into several categories ranging from "AAA", reflecting the highest credit quality, over categories "AA", "A", "BBB", "BB", "B", "CCC”, “CC”, "C" to category "D", reflecting when the issuer has filed under any



2015

4

applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods. All rating categories other than “AAA” and “D” also contain subcategories “(high)” and “(low)”. The absence of either a “(high)” or “(low)” designation indicates the rating is in the middle of the category.

R-1 (low): Good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favourable as higher rating categories. May be vulnerable to future events, but qualifying negative factors are considered manageable.

DBRSs short-term ratings are divided into several categories ranging from "R-1", reflecting the highest credit quality, over categories "R-2", "R-3", "R-4", "R-5", to category "D" reflecting when the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods. The “R-1” and “R-2” rating categories are further denoted by the subcategories “(high)”, “(middle)”, and “(low)”.

under review with negative implications/ stable: Rating trends provide guidance in respect of DBRSs opinion regarding the outlook

for the rating in question, with rating trends falling into one of three categories – “positive”, “stable” or “negative”. The rating trend indicates the direction in which DBRS considers the rating is headed should present tendencies continue, or in some cases, unless challenges are addressed.

DBRS assigns a rating trend for each security of an issuing entity as opposed to specifying one rating trend for the issuing entity and all rated security lines. Given that the duration and ranking of securities can influence the weighting of the strengths, weaknesses and challenges that affect the entity, it is not unusual for securities of the same entity to have different trends.

DBRS places ratings “Under Review” in situations where a significant event occurs that directly impacts the credit quality of the issuer or where, in the opinion of DBRS, the current rating may no longer be appropriate and additional time is required for further analysis. Furthermore, DBRS may also place a rating “Under Review” if DBRS has announced that one or more of its methodologies that apply to such a rating is being revised and the announcement indicates that the outcome of the ratings affected by the revision is uncertain. Using “Under Review Positive” or “Under Review Negative” is a more significant action than changing a rating trend to positive or negative as rating changes are considered more likely with the former than the latter.”

FIFTH SUPPLEMENT TO THE BASE


2015

1




This document constitutes a supplement (the "Supplement") to the base prospectus dated 14 December 2015, as supplemented by the supplements dated 8 February 2016, 29 March 2016, 1 April 2016 and 17 May 2016 (together the “Base Prospectus”), pursuant to article 13 of Chapter 1 of Part II of the Luxembourg Law dated 10 July 2005 on prospectuses for securities (the "Law"), and should be read in conjunction with the Base Prospectus.






In accordance with Article 13 paragraph 2 of the Law, investors who have already agreed to purchase or subscribe for securities before the Supplement is published shall have the right, exercisable within a time limit of two working days after the publication of this Supplement to withdraw their acceptances. Investors may therefore withdraw their acceptances by the 31 May 2016. This withdrawal right will only apply to those investors who have agreed to purchase or subscribe the securities in accordance with Final Terms issued under the Base Prospectus before the publication of this Supplement and for which the offering period has not yet elapsed or admission to trading on a regulated market has not yet been obtained as of the date of this Supplement.

This Supplement is dated 26 May 2016.




2015

2

On 23 May 2016, the rating agency Moody’s Investors Service downgraded the long-term senior debt rating of Deutsche Bank AG from Baa1 to Baa2, the short-term senior debt rating from P-1 to P-2 and outlook from ‘under review for downgrade’ to ‘stable’.


I.

In Chapter “I. Summary” in “Section B – Issuer” Element B.17 “Credit ratings to the Issuer and

the Securities” (pages 8-9) the text contained in the right column in the third paragraph (including

the table) shall be deleted and replaced as follows:

“As of 26 May 2016, the following long-term and short-term senior debt ratings were assigned to

Deutsche Bank:


Moody’s Baa2

Outlook

stable

P-2

Outlook

stable

S&P

BBB+

Outlook

stable

A-2

Outlook

stable

Fitch

A-

Outlook

stable

F1

Outlook

stable

DBRS

A

Outlook

under review with negative

implications

R-1 (low)

Outlook

stable

”



2015

3

II.

In Chapter “III. General Information on the Programme”, Section “H. General Information” the text

contained from the third paragraph (including the table) up to and excluding the paragraph beginning

“S&P defines” of subsection “7. Ratings of the Issuer” (pages 253-254) shall be deleted and

replaced as follows:

“As of 26 May 2016, the following long-term and short-term senior debt ratings were assigned to

Deutsche Bank:


Moody’s Baa2

Outlook

stable

P-2

Outlook

stable

S&P

BBB+

Outlook

stable

A-2

Outlook

stable

Fitch

A-

Outlook

stable

F1

Outlook

stable

DBRS

A

Outlook

under review with negative

implications

R-1 (low)

Outlook

stable

Moody’s defines:

Baa2: Obligations rated “Baa” are judged to be medium grade and subject to moderate credit risk and as such may possess certain speculative characteristics.

Moody's long-term obligation ratings are divided into several categories ranging from "Aaa", reflecting the highest quality, subject to the lowest level of credit risk, over categories "Aa", "A", "Baa", "Ba", "B", "Caa", "Ca" to category "C", reflecting the lowest rated obligations which are typically in default, with little prospect for recovery of principal or interest. Moody's appends numerical modifiers 1, 2 and 3 to each generic rating classification from "Aa" through "Caa". The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2



2015

4

indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

P-2: Issuers rated Prime-2 have a strong ability to repay short-term debt obligations.

Moody's short-term ratings are divided into several categories ranging from "P-1", reflecting a superior ability of an issuer to repay short-term debt obligations, over categories "P-2" and "P-3" to category "NP", reflecting that an issuer does not fall within any of the Prime rating categories.

stable: A rating outlook is an opinion regarding the likely rating direction over the medium term. Rating outlooks fall into four categories: Positive (POS), Negative (NEG), Stable (STA), and Developing (DEV). A designation of RUR (Rating(s) Under Review) indicates that an issuer has one or more ratings under review, which overrides the outlook designation.

A review indicates that a rating is under consideration for a change in the near term. A rating can be placed on review for upgrade (UPG), downgrade (DNG), or more rarely with direction uncertain (UNC). A review may end with a rating being upgraded, downgraded, or confirmed without a change to the rating. Ratings on review are said to be on Moody’s “Watchlist” or “On Watch.”

FOURTH SUPPLEMENT TO THE BASE PROSPECTUS DATED 14 DECEMBER 2015

1




This document constitutes a supplement (the "Supplement") to the base prospectus dated 14 December 2015, as supplemented by the supplements dated 8 February 2016, 29 March 2016 and 1 April 2016 (together the “Base Prospectus”), pursuant to article 13 of Chapter 1 of Part II of the Luxembourg Law dated 10 July 2005 on prospectuses for securities (the "Law"), and should be read in conjunction with the Base Prospectus.




The Issuer accepts responsibility for the information contained in this document, including information contained in any documents incorporated by reference in this Supplement. To the best of the knowledge and belief of the Issuer (who has 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. Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus has arisen or been noted, as the case may be, since the publication of the Base Prospectus.


In accordance with Article 13 paragraph 2 of the Law, investors who have already agreed to purchase or subscribe for securities before the Supplement is published shall have the right, exercisable within a time limit of two working days after the publication of this Supplement to withdraw their acceptances. Investors may therefore withdraw their acceptances by the 19 May 2016. This withdrawal right will only apply to those investors who have agreed to purchase or subscribe the securities in accordance with Final Terms issued under the Base Prospectus before the publication of this Supplement and for which the offering period has not yet elapsed or admission to trading on a regulated market has not yet been obtained as of the date of this Supplement.

This Supplement is dated 17 May 2016.



2

On 21 March 2016, the rating agency Moody’s Investors Service made a publication regarding the review of the rating assigned to Deutsche Bank.

On 1 April 2016, DBRS Inc. made a publication regarding the review of the rating assigned to Deutsche Bank.

On 28 April 2016 the interim report of the Deutsche Bank Group (unaudited) as of 31 March 2016 was published.


I.

In Chapter “I. Summary”, “Section B – Issuer”, Element B.12 “Selected historical key financial information” (page 7) the information contained in the right column (including the table) shall be deleted and replaced as follows:

“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 2014 and 31 December 2015 as well as from the unaudited consolidated interim financial statements as of 31 March 2015 and 31 March 2016.

31 December 2014

(IFRS, audited)

31 March 2015 (IFRS,

unaudited)

31 December 2015

(IFRS, audited)

31 March 2016 (IFRS,

unaudited)

Share capital (in EUR) 3,530,939,215.36 3,530,939,215.36 3,530,939,215.36 3,530,939,215.36*


1,379,273,131 1,379,273,131 1,379,273,131 1,379,273,131*


1,708,703 1,955,465 1,629,130 1,740,569


1,635,481 1,877,533 1,561,506 1,674,023


73,223 77,932 67,624 66,546

Common Equity Tier 1 capital ratio1

15.2% 13.8% 13.2% 12.0%2

Tier 1 capital ratio1 16.1% 14.6% 14.7% 13,9%3

* Source: Issuer’s website under https://www.db.com/ir/en/share-information.htm; date: 17 May 2016. 1 Capital ratios are based upon transitional rules of the CRR/CRD 4 capital framework; 2 The Common Equity Tier 1 capital ratio as of 31 March 2016 on the basis of CRR/CRD 4 fully loaded was 10.7%

(in line with the Management Board’s decision not to propose any dividend on common stock for the fiscal year 2016; subject to no objection by the ECB Governing Council).

3 The Tier 1 capital ratio as of 31 March 2016 on the basis of CRR/CRD 4 fully loaded was 11.8%.”


3

II.

In Chapter “I. Summary”, “Section B – Issuer” Element B.12, “Significant changes in the financial or trading position” (page 8) the information contained in the right column shall be deleted and replaced as follows:

“Not applicable. There has been no significant change in the financial position or trading position of Deutsche Bank since 31 March 2016.”

III.

In Chapter “I. Summary”, “Section B – Issuer” Element B.13, “Recent events material to the Issuer’s solvency” (page 8) the information contained in the right column shall be deleted and replaced as follows:

“Not applicable. There are no recent events (since 31 March 2016) particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer‘s solvency.”

IV.

In Chapter “I. Summary”, “Section B – Issuer” Element B.17 “Credit ratings to the Issuer and the Securities” (pages 8-9) the information contained in the right column (including the table) shall be deleted and replaced as follows:

“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.

As of 17 May 2016, the following long-term and short-term senior debt ratings were assigned to Deutsche Bank:


Moody’s Baa1

Outlook

under review for downgrade

P-1

Outlook


S&P

BBB+

Outlook

A-2

Outlook


4

stable stable

Fitch

A-

Outlook

stable

F1

Outlook

stable

DBRS

A

Outlook

under review with negative implications

R-1 (low)

Outlook

stable

”

V.

In Chapter “III. General Information on the Programme”, Section “B. Form of Document – Publication”, sub-section “2. Publication” (page 160) the last paragraph shall be deleted and replaced as follows:

“The consolidated annual financial statements of Deutsche Bank AG for the financial years ending 31 December 2014 and 31 December 2015 (audited), the financial statements and the management report (HGB) of Deutsche Bank AG for the financial year ending 31 December 2015 (audited) and Deutsche Bank Group’s interim report as of 31 March 2016 (unaudited) are available on the freely accessible website of the Issuer (https://www.db.com/ir/index_e.htm).”

VI. In Chapter “III. General Information on the Programme”, the information contained in Section “G. Documents Incorporated by Reference” (pages 247-251) shall be deleted and replaced as follows:

“



a) the Deutsche Bank Aktiengesellschaft EUR 80 billion Debt Issuance Programme Base Prospectus dated 25 June 2015, save that only pages 35 to 98 (inclusive) and page 898 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “EMTN Base Prospectus”);

b) the first supplement to the EMTN Base Prospectus dated 7 August 2015, save that only pages 2-33 (inclusive) shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “First Supplement to the EMTN Base Prospectus”);

c) the second supplement to the EMTN Base Prospectus dated 2 October 2015, save that only page 3 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Second Supplement to the EMTN Base Prospectus”);

https://www.db.com/ir/index_e.htm)


5

d) the third supplement to the EMTN Base Prospectus dated 13 October 2015, save that only page 2 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Third Supplement to the EMTN Base Prospectus”);

e) the fourth supplement to the EMTN Base Prospectus dated 11 November 2015, save that only pages 3 to 37 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Fourth Supplement to the EMTN Base Prospectus”);

f) the sixth supplement to the EMTN Base Prospectus dated 4 February 2016, save that only pages 16 to 18 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Sixth Supplement to the EMTN Base Prospectus”);

g) the seventh supplement to the EMTN Base Prospectus dated 21 March 2016, save that only pages 4 to 37 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Seventh Supplement to the EMTN Base Prospectus”);

h) the eighth supplement to the EMTN Base Prospectus dated 6 May 2016, save that only pages 6 to 32 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Eighth Supplement to the EMTN Base Prospectus”);

i) the unaudited interim report as of 31 March 2016 of the Deutsche Bank Group (the “31 March 2016 Interim Report”);

j) the unaudited interim report as of 30 September 2015 of the Deutsche Bank Group (the “30 September 2015 Interim Report”);

k) the Annual Report of Deutsche Bank Aktiengesellschaft as of 31 December 2015, save that only pages 29 to 417(Management Report and Financial Statements) shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (“2015 Financial Report”);

l) the Financial Report of Deutsche Bank Aktiengesellschaft as of 31 December 2014 (“2014 Financial Report”);

m) the Financial Report of Deutsche Bank Aktiengesellschaft as of 31 December 2013 (“2013 Financial Report”);

n) the base prospectus dated 19 December 2013 relating to the x-markets Programme for the issuance of certificates, warrants and notes by Deutsche Bank AG, as supplemented by the second supplement to the base prospectus dated 21 February 2014, the fifth supplement to the base prospectus dated 30 May 2014 and the sixth supplement to the base prospectus dated 8 August 2014 (as supplemented, the “2013 Base Prospectus”); and

o) the base prospectus dated 18 December 2014 relating to the x-markets Programme for the issuance of certificates, warrants and notes by Deutsche Bank AG (the “2014 Base Prospectus”).

Following the publication of this Base Prospectus a supplement may be prepared by the Issuer and approved by the CSSF in accordance with Article 13 of the Law. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent


6

applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Base Prospectus or in a document which is incorporated by reference in this Base Prospectus. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Base Prospectus.



a) The following information is set forth in the EMTN Base Prospectus:

From the EMTN Base Prospectus Page Reference

Risk Factors 35-65

Persons Responsible 67












Material Contracts 98 Third Party Information and Statement by Experts and Declaration of any Interest

98


b) The following information is set forth in the First Supplement to the EMTN Base Prospectus:

From the First Supplement to the EMTN Base Prospectus Page Reference

Risk Factors 8-10


7




c) The following information is set forth in the Second Supplement to the EMTN Base Prospectus:

From the Second Supplement to the 2015 Base Prospectus Page Reference

Risk Factors 3

d) The following information is set forth in the Third Supplement to the EMTN Base Prospectus:

From the Third Supplement to the EMTN Base Prospectus Page Reference

Description of the Issuer Trend Information 2

e) The following information is set forth in the Fourth Supplement to the EMTN Base Prospectus:

From the Fourth Supplement to the EMTN Base Prospectus Page Reference

Risk Factors 7-8


Organisational Structure 11


Administrative, Management and Supervisory Bodies



f) The following information is set forth in the Sixth Supplement to the EMTN Base Prospectus:

From the Sixth Supplement to the EMTN Base Prospectus Page Reference


8



g) The following information is set forth in the Seventh Supplement to the EMTN Base Prospectus:

From the Seventh Supplement to the EMTN Base Prospectus Page Reference


Auditing of Historical Financial Information 5

Risk Factors 8-10



h) The following information is set forth in the Eighth Supplement to the EMTN Base Prospectus:

From the Eighth Supplement to the EMTN Base Prospectus Page Reference

Risk Factors 6-10

Risk Factors in Respect of the Issuer 10



i) The following information is set forth in the 31 March 2016 Interim Report:











9


j) The following information is set forth in the 30 September 2015 Interim Report











k) The following information is set forth in the Financial Report of the Issuer as of 31 December 2015:











10




l) The following information is set forth in the Financial Report of the Issuer as of 31 December 2014:










R- The following information is set forth in the Financial Report of the Issuer as of 31 December 2013:






11






R- The following information is set forth in the 2013 Base Prospectus:



2

Fifth supplement to the 2013 Base Prospectus dated 30 May 2014 4-5 Sixth supplement to the 2013 Base Prospectus dated 8 August 2014 15-16 *Save as provided in paragraph 10 (Fungible issuances) of section III.H entitled “General Information” of this Base Prospectus.

o) The following information is set forth in the 2014 Base Prospectus:



The information incorporated by reference which is not included in the cross reference list, is considered as additional information and is not required by the relevant schedules of the Regulation 809/2004 of the European Commission, as amended. Any documents incorporated by reference in the EMTN Base Prospectus shall not thereby be deemed incorporated by reference in this Base Prospectus and are either deemed not relevant for an investor or are otherwise covered elsewhere in this Base Prospectus.


12

The documents specified above and incorporated by reference shall be available in physical form at the registered office of the Issuer and, in case of admission to trading of the Securities on the Luxembourg Stock Exchange, in Luxembourg in physical form at the office of Deutsche Bank Luxembourg S.A. at 2, boulevard Konrad Adenauer, L–1115 Luxembourg or at the Issuer’s listing agent in Luxembourg, Banque de Luxembourg S.A., at 14, boulevard Royal L-2449, Luxembourg, and at the Issuer’s Zurich Branch, Uraniastrasse 9, PF 3604, CH-8021 Zurich, Switzerland (where it can also be ordered by telephone +41 44 227 3781 or fax +41 44 227 3084).


VIII.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, the text contained in the second sentence of sub-section “2. Material Adverse Change in the Prospects of Deutsche Bank and Significant Change in Deutsche Bank’s Financial or Trading Position” (page 252):

“There has been no significant change in the financial position and the trading position of Deutsche Bank Group since 31 March 2016”

IX.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, the text contained in sub-section “3. Legal and Arbitration Proceedings” (page 252) shall be deleted and replaced as follows: “Save as disclosed in the EMTN Base Prospectus (as supplemented from time to time), on the pages identified in items a) – h) of the Cross Reference List on pages 248-251 as relating to “Legal and Arbitration Proceedings”, there have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware) during the last twelve months which may have, or have had in the recent past, significant effects on the Issuer’s financial position or profitability.”

X.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, the text contained in the first three paragraphs (including the table) of “sub-section 7. Ratings of the Issuer” (page 253-254) shall be deleted and replaced as follows:

“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.

As of 17 May 2016, the following ratings were assigned by the Rating Agencies to debt securities and money market papers of Deutsche Bank:



13


Moody’s Baa1

Outlook


P-1

Outlook


S&P

BBB+

Outlook

stable

A-2

Outlook

stable

Fitch

A-

Outlook

stable

F1

Outlook

stable

DBRS

A

Outlook

under review with negative implications

R-1 (low)

Outlook

stable

“

XI. In Chapter “III. General Information on the Programme”, Section “H. General Information”, (page 253), the text contained in “7. Ratings of the Issuer” from the paragraph beginning ‘Moody’s defines’ (at page 254) until the end of the section shall be deleted and replaced as follows:

“Moody’s defines:

Baa1: Obligations rated “Baa” are judged to be medium grade and subject to moderate credit risk and as such may possess certain speculative characteristics.

Moody's long-term obligation ratings are divided into several categories ranging from "Aaa", reflecting the highest quality, subject to the lowest level of credit risk, over categories "Aa", "A", "Baa", "Ba", "B", "Caa", "Ca" to category "C", reflecting the lowest rated obligations which are typically in default, with little prospect for recovery of principal or interest. Moody's appends numerical modifiers 1, 2 and 3 to each generic rating classification from "Aa" through "Caa". The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

Moody's short-term ratings are divided into several categories ranging from "P-1", reflecting a superior ability of an issuer to repay short-term debt obligations, over categories "P-2" and "P-3" to category "NP", reflecting that an issuer does not fall within any of the Prime rating categories.

under review


14

for downgrade: A rating outlook is an opinion regarding the likely rating direction over the medium term. Rating outlooks fall into four categories: Positive (POS), Negative (NEG), Stable (STA), and Developing (DEV). A designation of RUR (Rating(s) Under Review) indicates that an issuer has one or more ratings under review, which overrides the outlook designation.

A review indicates that a rating is under consideration for a change in the near term. A rating can be placed on review for upgrade (UPG), downgrade (DNG), or more rarely with direction uncertain (UNC). A review may end with a rating being upgraded, downgraded, or confirmed without a change to the rating. Ratings on review are said to be on Moody’s “Watchlist” or “On Watch”.

S&P defines:

BBB+: An obligor rated ‘BBB’ has adequate capacity to meet its financial commitments. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meets its financial commitments.

Long-term issuer credit ratings by S&P are divided into several categories ranging from "AAA", reflecting the strongest creditworthiness, over categories "AA", "A", "BBB", "BB", "B" "CCC", "CC", "R" to category “SD” and "D", reflecting that an obligor is in (selective) default. The ratings from "AA" to "CCC" may be modified by the addition of a plus ("+") or minus ("–") sign to show relative standing within the major rating categories.

A-2: An obligor rated 'A-2' has satisfactory capacity to meet its financial commitments. However, it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in the highest rating category.

Short-term ratings by S&P are divided into several categories ranging from "A-1", reflecting the strongest creditworthiness, over categories "A-2", "A-3", "B", "C", “R” to category “SD” and "D”, reflecting that an obligor is in (selective) payment default.

stable: An S&P rating outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically six months to two years). In determining a rating outlook, consideration is given to any changes in the economic and/or fundamental business conditions. An outlook is not necessarily a precursor of a rating change or future CreditWatch action. Rating outlooks fall into five categories: positive, negative, stable, developing and n.m. (not meaningful).

CreditWatch highlights S&P’s opinion regarding the potential direction of a short-term or long-term rating. It focuses on identifiable events and short-term trends that cause ratings to be placed under special surveillance by S&P’s analytical staff. A CreditWatch listing, however, does not mean a rating change is inevitable, and when appropriate, a range of potential alternative ratings will be shown. CreditWatch is not intended to include all ratings under review, and rating changes may occur without the ratings having first appeared on CreditWatch. The "positive" designation means that a rating may be raised; "negative" means a rating may be lowered; and "developing" means that a rating may be raised, lowered, or affirmed.

Fitch defines:

A-: A rating of "A" denotes expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

Fitch's long-term ratings are divided into several major categories ranging from "AAA", reflecting the highest credit quality, over categories "AA", "A", "BBB", "BB", "B", "CCC”, “CC”,


15

"C" to categories "RD", "D", reflecting that an obligor has defaulted on some or all of its obligations and has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure or has otherwise ceased business, respectively. A plus ("+") or minus ("–") sign may be appended to a rating to denote the relative status within major rating categories. Such suffixes are not added to the "AAA" category or to categories below "B".

F1: A rating of "F1" indicates the strongest intrinsic capacity for timely payment of financial commitments. It may have an added plus ("+") sign to denote any exceptionally strong credit feature.

Fitch's short-term ratings are divided into several categories ranging from "F1", reflecting the highest credit quality, over categories "F2", "F3", "B", "C", "RD" to category "D" which indicates a broad-based default event for an entity, or the default of a short-term obligation.

stable: Rating Outlooks indicate the direction a rating is likely to move over a one- to two-year period. They reflect financial or other trends that have not yet reached the level that would trigger a rating action, but which may do so if such trends continue. Positive or Negative rating Outlooks do not imply that a rating change is inevitable and, similarly, ratings with Stable Outlooks can be raised or lowered without a prior revision to the Outlook, if circumstances warrant such an action. Occasionally, where the fundamental trend has strong, conflicting elements of both positive and negative, the Rating Outlook may be described as Evolving.

Rating Watches indicate that there is a heightened probability of a rating change and the likely direction of such a change. These are designated as "Positive", indicating a potential upgrade, "Negative", for a potential downgrade, or "Evolving", if ratings may be raised, lowered or affirmed. However, ratings that are not on Rating Watch can be raised or lowered without being placed on Rating Watch first, if circumstances warrant such an action.

DBRS defines:

A: Good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser quality than “AA”. May be vulnerable to future events, but qualifying negative factors are considered manageable.

Long-term ratings by DBRS are divided into several categories ranging from "AAA", reflecting the highest credit quality, over categories "AA", "A", "BBB", "BB", "B", "CCC”, “CC”, "C" to category "D", reflecting when the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods. All rating categories other than “AAA” and “D” also contain subcategories “(high)” and “(low)”. The absence of either a “(high)” or “(low)” designation indicates the rating is in the middle of the category.

R-1 (low): Good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favourable as higher rating categories. May be vulnerable to future events, but qualifying negative factors are considered manageable.

DBRSs short-term ratings are divided into several categories ranging from "R-1", reflecting the highest credit quality, over categories "R-2", "R-3", "R-4", "R-5", to category "D" reflecting when the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods. The “R-1” and “R-2” rating categories are further denoted by the subcategories “(high)”, “(middle)”, and “(low)”.


16

under review with negative implications/ stable: Rating trends provide guidance in respect of DBRSs opinion regarding the outlook for the

rating in question, with rating trends falling into one of three categories – “positive”, “stable” or “negative”. The rating trend indicates the direction in which DBRS considers the rating is headed should present tendencies continue, or in some cases, unless challenges are addressed.

DBRS assigns a rating trend for each security of an issuing entity as opposed to specifying one rating trend for the issuing entity and all rated security lines. Given that the duration and ranking of securities can influence the weighting of the strengths, weaknesses and challenges that affect the entity, it is not unusual for securities of the same entity to have different trends.

DBRS places ratings “Under Review” in situations where a significant event occurs that directly impacts the credit quality of the issuer or where, in the opinion of DBRS, the current rating may no longer be appropriate and additional time is required for further analysis. Furthermore, DBRS may also place a rating “Under Review” if DBRS has announced that one or more of its methodologies that apply to such a rating is being revised and the announcement indicates that the outcome of the ratings affected by the revision is uncertain. Using “Under Review Positive” or “Under Review Negative” is a more significant action than changing a rating trend to positive or negative as rating changes are considered more likely with the former than the latter.”

XII.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, “9. Administrative, management and supervisory bodies” (page 257-260) the table contained under the heading “The Supervisory Board consists of the following members” (at page 258) shall be deleted and replaced as follows:

“Dr. Paul Achleitner Chairman of the Supervisory Board of Deutsche Bank AG, Frankfurt

Alfred Herling* Deputy Chairman of the Supervisory Board of Deutsche Bank AG;

Chairman of the Combined Staff Council Wuppertal/Sauerland of Deutsche Bank;

Chairman of the General Staff Council of Deutsche Bank;

Chairman of the Group Staff Council of Deutsche Bank;

Member of the European Staff Council of Deutsche Bank


17

Wolfgang Böhr*

Chairman of the Staff Council of Deutsche Bank, Düsseldorf Member of the General Staff Council of Deutsche Bank, Member of the Group Staff Council of Deutsche Bank

Frank Bsirske* Chairman of the trade union ver.di (Vereinte Dienstleistungsgewerkschaft), Berlin

Dina Dublon Member of various supervisory boards/other directorships

Katherine Garrett-Cox Chief Executive Officer of Alliance Trust PLC, Dundee

Timo Heider* Chairman of the Group Staff Council of Deutsche Postbank AG;

Chairman of the General Staff Council of BHW Kreditservice GmbH;

Chairman of the Staff Council of BHW Bausparkasse AG, BHW Kreditservice GmbH, Postbank Finanzberatung AG and BHW Holding AG;

Member of the Group Staff Council of Deutsche Bank;


Sabine Irrgang* Head of Human Resources Management (Württemberg), Deutsche Bank AG

Prof. Dr. Henning Kagermann President of acatech – German Academy of Science and Engineering, Munich


18

Martina Klee* Chairperson of the Staff Council Group COO Eschborn/Frankfurt of Deutsche Bank

Peter Löscher Member of various supervisory boards/other directorships

Henriette Mark*

Chairperson of the Combined Staff Council Munich and Southern Bavaria of Deutsche Bank;

Member of the General Staff Council of Deutsche Bank;

Member of the Group Staff Council of Deutsche Bank

Richard Meddings**

Non-Executive Director in Her Majesty’s Treasury

and Non-Executive Director of Legal & General Group Plc

Louise M. Parent Of Counsel, Cleary Gottlieb Steen & Hamilton LLP, New York

Gabriele Platscher* Chairperson of the Combined Staff Council Braunschweig/Hildesheim of Deutsche Bank

Bernd Rose* Chairman of the Joint General Staff Council of Postbank Filialvertrieb AG and Postbank Filial GmbH;

Member of the General Staff Council of Deutsche Postbank;

Member of the General Staff Council of Deutsche Bank;



19

Rudolf Stockem* Secretary to the trade union ver.di (Vereinte Dienstleistungsgewerkschaft), Berlin and freelance Organisation and Communication Advisor

Dr. Johannes Teyssen Chairman of the Management Board of E.ON SE, Dusseldorf

Georg F. Thoma

Of Counsel, Shearman & Sterling LLP, Frankfurt

Professor Dr. Klaus Rüdiger Trützschler

Member of various supervisory boards/other directorships

________________


** Appointed by court until conclusion of ordinary Annual General Meeting in 2016.”

XIII.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, the following text shall be added after the last paragraph in “11. Trend Information – Recent Developments” (pages 263-265) (before the ‘Outlook’ subsection at page 265):

“On 15 April 2016, Deutsche Bank announced that it has reached an agreement with Macquarie Infrastructure Partners III (“MIP III”), a fund managed by Macquarie Infrastructure and Real Assets (“MIRA”), to sell Maher Terminals USA, LLC, a 454-acre multi-user container terminal in Port Elizabeth, New Jersey. Under the transaction, MIP III has agreed to acquire 100% of Maher Terminals USA, LLC. This is subject to Port Authority and other regulatory approvals. Terms of the transaction were not disclosed, but are not expected to have a material impact on Deutsche Bank’s financials. Maher Terminals in New Jersey currently moves more than 2 million twenty-foot-equivalent containers per year and provides a vital transport link between land and water for the global marketplace. Since acquiring the asset in 2007, Deutsche Bank has managed this vital transport link through the financial crisis and recovery. This is a legacy asset held within the Bank’s Non-Core Operations Unit (NCOU). In 2015, Deutsche Bank sold Maher Terminals’ Canadian operations Fairview Container Terminal in Prince Rupert, British Columbia, to DP World.”

XIV.

In Chapter “III. General Information on the Programme”, Section “H. General Information “11. Trend Information – Recent Developments” (pages 265-269), the text contained within the ‘Outlook’ and ‘Business Segments’ subsections shall be deleted and replaced as follows:


20

“In order to highlight the financial objectives of Strategy 2020, financial targets were announced by the Deutsche Bank Group. The most important financial Key Performance Indicators (KPIs) of the Group are detailed in the table below.


March 31, 2016 Target for 2018 Target for 2020


10.7 %6 At least 12.5 % At least 12.5 %



Post-tax Return on Average Tangible Equity2

1.6 % Greater than 10.0 % Greater than 10.0 %

Adjusted costs3 EUR 6.7 bn Less than EUR 22 bn per annum

Less than EUR 22 bn per annum

Cost-income ratio4 89.0 % ~ 70.0 % ~ 65.0 %


Note: Comparison of the KPIs with prior year plan/forecast not meaningful, as in 2015 a new strategy was formulated. 1 The CRR/CRD 4 fully loaded Common Equity Tier 1 ratio represents Deutsche Bank’s calculation of its Common Equity Tier 1 ratio without taking into account the transitional provisions of CRR/CRD 4. 2 Based on Net Income attributable to Deutsche Bank shareholders. Calculation is based on an effective tax rate of 59 % for three months ended March 31, 2016. 3 Total noninterest expense excluding restructuring & severance, litigation, impairment of goodwill and other intangibles and policyholder benefits and claims. 4 Total noninterest expenses as a percentage of total net interest income before provision for credit losses plus noninterest income. 5 Excluding expected regulatory inflation. 6 In line with the Management Board’s decision not to propose any dividend on common stock for the fiscal year 2016; subject to no-objection by the ECB Governing Council.

Within its strategic plan, Deutsche Bank used underlying foreign exchange rates of EUR/USD at 1.07 and EUR/GBP at 0.72 in setting the financial targets for 2018 and 2020.

For 2016, Deutsche Bank expects revenues to be impacted by the low interest rate environment and challenging trading conditions. In addition, the impact of restructuring activities across country, client and product portfolio reductions are likely to impact the Bank’s revenue generation capacity. However, at the same time the Bank will be investing into growth areas of Transaction Banking, Asset Management, Wealth Management and Equities. The Bank expects the majority of its restructuring costs to be incurred by the end of 2016 with restructuring activities to be mostly completed in 2017. The Bank’s total costs will continue to be burdened by litigation and restructuring charges in 2016.

Capital management remains focused on keeping the CRR/CRD 4 fully loaded Common Equity Tier 1 capital ratio (CET 1 ratio) on track to reach the Strategy 2020 target level of minimum 12.5 % by 2018. In 2016, Deutsche Bank expects the fully loaded CET 1 ratio to remain broadly flat so that the Bank would remain


21

capitalized above regulatory minimum and SREP requirements. The Bank expects CET 1 capital to be impacted by restructuring cost, litigation, and NCOU de-risking.

Over 2016, risk-weighted assets are expected to decrease driven by the planned acceleration of the Bank’s NCOU de-risking program, offset by the increase of Operational Risk related risk-weighted assets.

In order to support the Bank’s overall capitalization, the Management Board proposed to the Supervisory Board to recommend no common share dividend for the fiscal years 2015 and 2016. In its Strategy 2020 announcement, Deutsche Bank articulated that it aspires to pay a competitive common share dividend payout ratio in the medium term.

The Bank stays committed to reaching a fully loaded CRR/CRD 4 Leverage Ratio of at least 4.5 % in 2018 and at least 5 % in 2020 per Strategy 2020. In 2016, the Bank will continue its active CRD 4 exposure management. The CRR/CRD 4 Leverage Ratio is expected to remain broadly flat in 2016.

2016 will be a year of focused Strategy 2020 implementation. Deutsche Bank expects restructuring and severance expenses of approximately EUR 1 billion, a continued burden from litigation, continued pressure from regulatory induced costs, bank levy charges and challenging market conditions. The Bank is committed to work towards its target of 10 % Post-tax Return on Average Tangible Equity, when Strategy 2020 is to be fully implemented. The measures planned for implementation in 2016, whilst a burden in this year, are key elements to progress towards that target. Overall the Bank expects a partial improvement of its Post-tax Return on Average Tangible Equity in 2016.

Achieving a structurally affordable cost base is one of Deutsche Bank’s top priorities. The Bank remains committed to its “Strategy 2020” target of an adjusted cost base of less than EUR 22 billion and a cost-income ratio of approximately 70 % by 2018. However, 2016 will remain a difficult year for the Bank as it will take some time for its restructuring program to become visible in the cost base. The Bank intends to continue to further identify cost savings and efficiencies, but at the same time it will invest in technology and regulatory compliance programs, and it will face higher costs from software amortization. The Bank therefore expects its adjusted costs to be broadly flat in 2016 compared to 2015 on a constant FX basis. In addition, the Bank’s total costs will continue to be burdened by litigation and restructuring charges in 2016. As a result the Bank expects its cost-income ratio to improve, but remain at an elevated level in 2016 as the Bank also expects challenges on the revenue side driven by the low interest rate environment, market driven uncertainties and strategic decisions like KYC enhancements and high risk country exits.

By the nature of its business, Deutsche Bank is involved in litigation, arbitration and regulatory proceedings and investigations in Germany and in a number of jurisdictions outside Germany, especially in the U.S. Such matters are subject to many uncertainties. While the Bank has resolved a number of important legal matters and made progress on others, it expects the litigation and enforcement environment to continue to be challenging, and could impact the achievement of the above described expectations regarding its performance.


The following paragraphs contain the outlook of Deutsche Bank’s business segments in the new organizational set-up.

For Global Markets (GM), the Bank expects the business environment to remain challenging, albeit with some improvement in the second half of the year 2016. In Debt Sales & Trading, it expects industry revenues to decline in 2016 versus 2015 levels, driven by an uncertain market environment leading to lower client activity. Equity Sales & Trading revenues for the industry are also expected to be lower for the year versus a very strong 2015. Ongoing risks and uncertainties include exposure of global macroeconomic growth to event risks, evolution of central bank policies, the impact of low oil prices on the energy sector and ongoing regulatory developments. Additionally, financial market turbulence, lower client activity, ongoing regulatory pressure, continued pressure on resources, Strategy 2020 execution, e.g. EM Debt hubbing and exiting high risk weight securitized trading, KYC enhancements and litigation charges continue to pose headwinds. However, despite challenging market conditions, Deutsche Bank believes that continued implementation of Strategy 2020 will position it favorably to face potential challenges and capitalize on future opportunities.


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For Corporate & Investment Banking (CIB), the business environment is expected to remain challenging with negative rates in key markets, volatile market conditions, the impact of low oil prices on the energy sector, ongoing regulatory pressures and the potential impact of geopolitical events putting downward pressure on the Bank’s business. The Bank expects continued global economic growth in 2016 albeit at the lowest rates since the financial crisis in 2008. Differences in regional growth rates are expected to result in increasing divergence in monetary policy.

In 2016, CIB is focused on continuing to enhance and refine Deutsche Bank’s client franchise while improving the soundness and stability of its business model. The Bank’s client relationships remain a key priority, with the target of being a top three bank for its key corporate clients. This comprises shifting resources to higher returning products and relationships while rationalizing lower return and higher risk clients. The Bank will continue to strengthen its processes and IT platforms, while maintaining strict risk, cost and capital discipline to further enhance the resilience and soundness of its business model. Finally for 2016, CIB will continue to focus on regulatory compliance, KYC and Client on-boarding process enhancements, control and conduct along with system stability in order to provide a strong foundation for future growth of CIB.

Private, Wealth & Commercial Clients (PW&CC) pursues a strategy of creating a leading, digitally enabled advisory bank with a strong focus on growth in Private Banking, Commercial Banking and Wealth Management. The Bank’s objectives include the provision of seamless client coverage with a distinct Private Banking and Wealth Management approach in Germany, a strengthened European presence, expansion of services to Ultra High Net Worth clients in Asia, the Americas and the Middle East, and a focus on entrepreneurs in Germany and across Europe. Furthermore, the Bank expects to realize synergies to improve efficiency in product offering, digital investment, operations, overhead and support functions. Additionally, the Bank seeks to improve capital efficiency by further strengthening advisory capabilities and putting less emphasis on capital intensive products. In line with the changing behavior of its clients, Deutsche Bank aims to sharpen its distribution model by strengthening its omni-channel capabilities with additional investments into its digital offerings and by closing around 200 branches in Germany. The completion of the Hua Xia sales transaction, which is anticipated in the mid-year, is subject to customary closing conditions and regulatory approvals, including that of the China Banking Regulatory Commission.

For the remainder of 2016, Deutsche Bank expects revenues from deposit products to continue to suffer from the low interest rate environment while revenues from credit products are expected to slightly grow, reflecting continued customer demand as well as the Bank’s strategy to selectively expand its loan book. The Bank will also continue its focus on investment and insurance products but revenue dynamics in this business continue to be highly dependent on the impact of the current challenging macroeconomic environment on customer confidence. Loan loss provisions were on very low levels and benefited in the first quarter 2016 from portfolio sales, so that the Bank expects an increased level in the remaining quarters of 2016. Both the revenues and noninterest expenses of the Bank could be impacted by further regulatory requirements. In addition, noninterest expenses in 2016 will continue to include charges and investment spend related to the execution of the above-mentioned transformation measures.

In Deutsche Asset Management (Deutsche AM), Deutsche Bank anticipates continuing volatility in markets following the turbulent investment environment of the first quarter of 2016. A broad return in asset prices to year end levels combined with more accommodative signals from central banks have brought some reassurance to investors, but confidence in global market stability remains fragile. These challenging conditions underline the importance of the Bank’s role as a trusted partner and solutions provider to its clients.

First quarter of 2016 market impact on asset prices, combined with net outflows, will negatively impact full year 2016 revenues as a result of lower recurring management fees. The Bank expects a continued shift in investor preference for beta (passive) product and alternative investments and is well positioned as one of the largest providers of investment capability in these areas. The Bank also intends to grow its investment capability in the traditional investment space to focus on multi-asset and a solutions oriented approach, another growing trend in the industry. However, market conditions have further heightened existing pressure on industry economics, already challenged by margin compression and competition and could present challenges for further growth in revenue and profitability. The Bank will seek to reduce its cost base from existing efficiency measures, as well


23

as taking additional steps to simplify its geographic and operational footprint. Throughout this period, the Bank continues working to enhance its platform and control environment.

For Postbank (PB), Deutsche Bank expects total net revenues generated by its business to increase in 2016 compared to 2015 figures, primarily driven by an improvement in Postbank’s NCOU. Due to the continued low interest rate environment Deutsche Bank expects a decrease in net revenues in Savings and Current Accounts, while its strong growth in new lending business should lead to an increase in Loans net revenues. Deutsche Bank expects a marked improvement in Postbank’s NCOU net revenues, driven by the reduction in negative net revenues from maturing high-interest liabilities and lack of negative one-off effects compared to the previous year quarter. Investment & Insurance Products as well as Other should show smaller increases in net revenues while Deutsche Bank expects a flat development for Postal.

Deutsche Bank’s main efforts include improving its efficiency, strengthening and broadening its lending profile and investing in digitalization. The Bank will in addition initiate strategic measures to further foster a positive operational performance. Despite these efforts the low interest rate levels as well as increasing regulatory requirements may continue to adversely impact the Bankn’s profitability.

In terms of investments Deutsche Bank plans to modify the focus in 2016. The Bank expects the majority of investments related to the preparation of the separation of Postbank from Deutsche Bank in 2016. While Deutsche Bank will continue to invest in measures to adapt to and comply with regulatory requirements, it also plans to shift its overall investment focus to heighten its competitiveness.

The Non-Core Operations Unit (NCOU) will focus on reducing leverage and risk-weighted assets with an ambition to materially unwind the remaining positions by the end of 2016, such that residual risk-weighted assets are less than EUR 10 billion in aggregate. Challenges in the overall market environment may impact the execution of NCOU’s strategy, specifically in terms of the associated timeline and financial impact. This uncertainty covers a number of factors that can impact the de-risking activity, however the Bank expects this accelerated wind down to be accretive to the Group’s capital ratios. In addition, the Bank expects the litigation and enforcement environment to remain challenging for the foreseeable future.”

THIRD SUPPLEMENT TO THE BASE PROSPECTUS DATED 14 DECEMBER 2015

1




This document constitutes a supplement (the "Supplement") to the base prospectus dated 14 December 2015, as supplemented by the supplements dated 8 February 2016 and 29 March 2016 (together the “Base Prospectus”), pursuant to article 13 of Chapter 1 of Part II of the Luxembourg Law dated 10 July 2005 on prospectuses for securities (the "Law"), and should be read in conjunction with the Base Prospectus.






In accordance with Article 13 paragraph 2 of the Law, investors who have already agreed to purchase or subscribe for securities before the Supplement is published shall have the right, exercisable within a time limit of two working days after the publication of this Supplement to withdraw their acceptances. Investors may therefore withdraw their acceptances by the 5 April 2016. This withdrawal right will only apply to those investors who have agreed to purchase or subscribe the securities in accordance with Final Terms issued under the Base Prospectus before the publication of this Supplement and for which the offering period has not yet elapsed or admission to trading on a regulated market has not yet been obtained as of the date of this Supplement.

This Supplement is dated 1 April 2016.



2

On 11 March 2016, the consolidated financial statement of Deutsche Bank Group for the financial year ending 31 December 2015 (audited) and the financial statement and management report of Deutsche Bank AG for the financial year ending 31 December 2015 (audited) were published.


I.

In Chapter “I. Summary”, “Section B – Issuer” Element B.9 “Profit forecasts or estimate” (page 7) the information contained in the right column shall be deleted and replaced as follows:

“Not applicable. No profit forecast or estimate is made.”

II.

In Chapter “I. Summary”, “Section B – Issuer” Element B.12 “Selected historical key financial information” (page 7), the text contained in the right column (including the table) shall be deleted and replaced as follows:

“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 2014 and 31 December 2015.

31 December 2014

(IFRS, audited) 31 December 2015

(IFRS, audited)

Share capital (in EUR) 3,530,939,215.36 3,530,939,215.36*


1,379,273,131 1,379,273,131*


1,708,703 1,629,130


1,635,481 1,561,506


73,223 67,624

Core Tier 1 capital ratio / Common Equity Tier 1 capital ratio 1,2

15.2% 13.2%3

Tier 1 capital ratio2 16.1% 14.7%4

* Source: Issuer’s website under https://www.db.com/ir/en/share-information.htm; date: 1 April 2016.

1 The CRR/CRD 4 framework replaced the term Core Tier 1 by Common Equity Tier 1. 2 Capital ratios for 2014 and 2015 are based upon transitional rules of the CRR/CRD 4 capital framework; prior periods are

based upon Basel 2.5 rules excluding transitional items pursuant to the former section 64h (3) of the German Banking Act.

3 The Common Equity Tier 1 capital ratio as of 31 December 2015 on the basis of CRR/CRD 4 fully loaded was 11.1%. 4 The Tier 1 capital ratio as of 31 December 2015 on the basis of CRR/CRD 4 fully loaded was 12.3%.”


3

III.

In Chapter “I. Summary”, “Section B – Issuer” Element B.12 “No material adverse change in the prospects” (page 8) the information contained in the right column shall be deleted and replaced as follows:

“There has been no material adverse change in the prospects of Deutsche Bank since 31 December 2015.”

IV.

In Chapter “I. Summary”, “Section B – Issuer” Element B.12 “Significant changes in the financial or trading position” (page 8) the information contained in the right column shall be deleted and replaced as follows:

“Not applicable. There has been no significant change in the financial position or trading position of Deutsche Bank since 31 December 2015.”

V.

In Chapter “I. Summary”, “Section B – Issuer” Element B.13 “Recent events material to the Issuer’s solvency” (page 8) the information contained in the right column shall be deleted and replaced as follows:

“Not applicable. There are no recent events (since 31 December 2015) particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer‘s solvency.”

VI.

In Chapter “I. Summary”, “Section D – Risks” Element D.2 “Key information on the key risks that are specific and individual to the issuer” (pages 86-88) the text contained in the right column shall be deleted and replaced as follows:

“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, have affected and continue to negatively affect Deutsche Bank’s results of operations and financial condition in some of its businesses, while a continuing low interest environment and competition in the financial services industry have compressed margins in many of its businesses. If these conditions persist or worsen, Deutsche Bank’s business, results of operations or strategic plans could be adversely affected.

An elevated level of political uncertainty and the increasing attractiveness to voters of populist parties in a number of countries in the European Union could lead to a partial unwinding of European integration. Furthermore, anti-austerity movements in some member countries of the eurozone could undermine confidence in the continued viability of those countries’ participation in the euro. An escalation of political risks could have unpredictable political consequences as well as consequences for the financial system and the greater economy, potentially leading to declines in business levels, write-downs of assets and losses across Deutsche Bank’s businesses. Deutsche Bank’s ability to protect itself against these risks is limited.

Deutsche Bank may be required to take impairments on its exposures to the sovereign debt of


4

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 has a continuous demand for liquidity to fund its business activities. It may suffer during periods of market-wide or firm-specific liquidity constraints, and liquidity may not be available to it even if its underlying business remains strong.

Regulatory reforms enacted and proposed in response to weaknesses in the financial sector, together with increased regulatory scrutiny more generally, have created significant uncertainty for Deutsche Bank and may adversely affect its business and ability to execute its strategic plans.

Legislation regarding the recovery and resolution of banks and investment firms could, if competent authorities impose resolution measures upon 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 and may significantly affect its 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 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 its business and results.

Legislation in the United States and in Germany as well as proposals in the European Union regarding the prohibition of proprietary trading or its separation from the deposit-taking business may materially affect Deutsche Bank’s business model.

Other regulatory reforms adopted or proposed in the wake of the financial crisis – for example, extensive new regulations governing Deutsche Bank’s derivatives activities, bank levies, deposit protection or a possible financial transaction tax – may materially increase its operating costs and negatively impact its business model.

Adverse market conditions, historically low prices, volatility and cautious investor sentiment have affected and may in the future materially and adversely affect Deutsche Bank’s revenues and profits, particularly in its investment banking, brokerage and other commission- and fee-based businesses. As a result, Deutsche Bank has in the past incurred and may in the future incur significant losses from its trading and investment activities.

Deutsche Bank announced the next phase of its strategy, Strategy 2020, in April 2015 and gave further details on it in October 2015. If Deutsche Bank is unable to implement its strategic plans successfully, it may be unable to achieve its financial objectives, or it may incur losses or low profitability or erosions of its capital base, and its financial condition, results of operations and share price may be materially and adversely affected.

As part of Strategy 2020, Deutsche Bank announced its intention to dispose of Deutsche Postbank AG (together with its subsidiaries, “Postbank”). Deutsche Bank may have difficulties disposing of Postbank at a favourable price or on favourable terms, or at all, and may experience material losses from its holding or disposition of Postbank. Deutsche Bank may remain subject to the risks of or other obligations associated with Postbank following a disposal.

Deutsche Bank may have difficulties selling non-core assets at favourable prices or at all and may


5

experience material losses from these assets and other investments irrespective of market developments.

Deutsche Bank operates in a highly and increasingly regulated and litigious environment, potentially exposing it to liability and other costs, the amounts of which may be substantial and difficult to estimate, as well as to legal and regulatory sanctions and reputational harm.

Deutsche Bank is currently subject to a number of investigations by regulatory and law enforcement agencies globally as well as associated civil actions relating to potential misconduct. The eventual outcomes of these matters are unpredictable, and may materially and adversely affect Deutsche Bank’s results of operations, financial condition and reputation.

Deutsche Bank’s non-traditional credit businesses materially add to its traditional banking credit risks.

Deutsche Bank has incurred losses, and may incur further losses, as a result of changes in the fair value of its financial instruments.

Deutsche Bank’s risk management policies, procedures and methods leave it exposed to unidentified or unanticipated risks, which could lead to material losses.

Operational risks may disrupt Deutsche Bank’s businesses.

Deutsche Bank’s operational systems are subject to an increasing risk of cyber attacks and other internet crime, which could result in material losses of client or customer information, damage Deutsche Bank’s reputation and lead to regulatory penalties and financial losses.

The size of Deutsche Bank’s clearing operations exposes it to a heightened risk of material losses should these operations fail to function properly.

Deutsche Bank may has 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 its securities, harm its reputation or result in regulatory action which could materially and adversely affect its business.”

VII.

In Chapter “II. Risk Factors”, Section “A. Risk Factors in Respect of the Issuer”, the information under the heading “Factors relating to Deutsche Bank’s ability to meet its obligations as the Issuer of the Securities issued under this programme” (page 113) shall be deleted and replaced as follows:

“In order to assess the risk, prospective investors should consider all information provided in the section entitled "Risk factors in respect of the Issuer" provided in the Deutsche Bank AG EUR 80 billion Debt Issuance Programme Base Prospectus dated 25 June 2015, as supplemented from time to time (the "EMTN Base Prospectus") referred to in "Documents Incorporated by Reference" on page 247 of this Base Prospectus.


6

Prospective investors should consult with their own legal, tax, accounting and other advisers if they consider it necessary.”

VIII. In Chapter “III. General Information on the Programme”, Section “B. Form of Document – Publication”, sub-section “2. Publication” (page 160) the last paragraph shall be deleted and replaced as follows:

“The consolidated annual financial statements of Deutsche Bank AG for the financial years ending 31 December 2014 and 31 December 2015 (audited) and the financial statements and the management report (HGB) of Deutsche Bank AG for the financial year ending 31 December 2015 (audited) are available on the freely accessible website of the Issuer (https://www.db.com/ir/index_e.htm).”

IX.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, the text contained in sub-section “2. Material Adverse Change in the Prospects of Deutsche Bank and Significant Change in Deutsche Bank’s Financial or Trading Position” (page 252) shall be deleted and replaced as follows:

“There has been no material adverse change in the prospects of Deutsche Bank since 31 December 2015. There has been no significant change in the financial position and the trading position of Deutsche Bank Group since 31 December 2015.”

X.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, the text contained in sub-section “3. Legal and Arbitration Proceedings” (page 252) shall be deleted and replaced as follows:

“Save as disclosed in (i) the EMTN Base Prospectus (on pages 86 to 98) under the title "Legal and Arbitration Proceedings", (ii) the First Supplement to the EMTN Base Prospectus (on pages 18 to 33) in section B.III.5, (iii) the Fourth Supplement to the EMTN Base Prospectus (on pages 20 to 37) in section B.III.6, and (iv) the Seventh Supplement to the EMTN Base Prospectus (on pages 18 to 37) in section B.IV) there have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware) during the last twelve months which may have, or have had in the recent past, significant effects on the Issuer's financial position or profitability.”

XI.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, the text contained in sub-section “11. Trend Information – Recent Developments” (page 263-269) shall be deleted and replaced as follows:

“On 18 October 2015, Deutsche Bank announced that it would fundamentally change its group and leadership structure. At an extraordinary meeting on the same day in Frankfurt, the Supervisory Board of Deutsche Bank resolved to restructure the Bank´s business divisions. This was supplemented by a reorganization of executive committees and senior management changes. The Supervisory Board’s guiding principle, in light of the Bank’s Strategy 2020, was to reduce complexity of the Bank’s management structure enabling it to better meet client demands and requirements of supervisory authorities.


7

The Corporate Banking & Securities (CB&S) business division was a main focus of the organizational restructuring and was split into two business divisions. Effective January 1, 2016, a business division called Corporate & Investment Banking was created by combining the Corporate Finance business in CB&S and Global Transaction Banking (GTB).

CB&S’s sales and trading activities were combined in a newly created business division called Global Markets. The name “CB&S” ceased to exist.

Additional changes affected Deutsche Asset & Wealth Management. High net worth clients are served by Private Wealth Management which is run as an independent business unit within the Private & Business Clients business division. Deutsche Asset Management became a stand-alone business division and focuses exclusively on institutional clients and the funds business.

Together with the organizational restructuring there is a broad-based change of key management roles. The Group Executive Committee (GEC) has been abolished, as are ten of the current 16 Management Board committees. Since January 1, 2016, all four core business divisions are represented directly on the Management Board. A ten-person Management Board is supplemented by four General Managers (“Generalbevollmächtigte”).

As of January 1, 2016, Jeff Urwin, former Co-Head of CB&S together with Colin Fan, joined the Management Board. Urwin is responsible for Corporate & Investment Banking. As a result of this reorganization, Stefan Krause, a long-term Management Board member with responsibility for GTB and the Non-Core Operations Unit (NCOU), resigned with effect of October 31, 2015.

Werner Steinmueller remains Head of GTB, and will report to Urwin. He succeeded Krause as Chairman of the Supervisory Board of Postbank AG.

Colin Fan, former Co-Head of CB&S, resigned with effect of October 19, 2015. He was succeeded by Garth Richie who is responsible for Global Markets on the Management Board as of January 1, 2016. Ritchie was formerly Head of Equities.

Quintin Price, most recently Global Executive Committee member and Head of Alpha Strategies at BlackRock, took on Management Board responsibility for Deutsche Asset Management as of January 1, 2016. Michele Faissola, Head of Deutsche Asset & Wealth Management, will leave the Bank after a transition period.

Christian Sewing, Head of Private & Business Clients, also assumed responsibility for high net worth clients on the Management Board. Fabrizio Campelli, former Head of Group Strategy, runs this business and reports to Sewing.

With effect of October 31, 2015, Stephan Leithner had requested to resign as a member of the Management Board in order to assume a new role in the private equity industry. The Supervisory Board accepted his request. Leithner was CEO Europe and was responsible for Human Resources, Government & Regulatory Affairs (GRAD), and Anti-Financial Crime on the Management Board.

Krause´s and Leithner´s Management Board responsibilities have been divided as follows:

Sylvie Matherat, former Head of Government & Regulatory Affairs at Deutsche Bank and a former Member of the Board of Directors of Banque de France, became Chief Regulatory Officer and assumed Management Board responsibilty for Regulation, Compliance and Anti-Financial Crime. The General Manager (“Generalbevollmächtigte”) Nadine Faruque, who is Global Head of Compliance, reports to Matherat.

Karl von Rohr, former Chief Operating Officer for global Regional Management, became Chief Administrative Officer and assumed Management Board responsibility for Corporate Governance, Human Resources, and Legal. In his new position, he also became Labour Relations Director (“Arbeitsdirektor”) of Deutsche Bank. Legal was formerly represented on the Management Board by Co-Chief Executive Officer John Cryan.


8

Cryan assumed Management Board responsibility for the NCOU.

Separately, Kim Hammonds, Global Chief Information Officer and Co-Head of Group Technology & Operations at Deutsche Bank and formerly Chief Information Officer (CIO) of Boeing, became Chief Operating Officer. She oversees the re-engineering of the Bank’s information technology (IT) systems and operations. To acquire the relevant experience in credit assessment in accordance with the German Banking Act (KWG), Hammonds started her role as General Manager (“Generalbevollmächtigte”) at the beginning of 2016. She is expected to join the Management Board in no later than one year.

Henry Ritchotte, former Chief Operating Officer, left the Management Board at the end of 2015 and will set up a new digital bank for Deutsche Bank. The Management Board will communicate further details about this project at a later point in time.

In addition to Faruque and Hammonds, Jacques Brand became a General Manager (“Generalbevollmächtigter”) reporting to the Co-CEOs John Cryan and Juergen Fitschen, with effect of November 1, 2015. Brand was formerly Chief Executive Officer for North America and will become Chairman of the newly created Intermediate Holding Company for the US business. Fitschen will remain responsible for global Regional Management.

On 28 December 2015, Deutsche Bank announced that it has agreed to sell its entire 19.99% stake in Hua Xia Bank to PICC Property and Casualty Company Limited for a consideration of RMB 23.0 to 25.7bn subject to final price adjustment at closing (approximately EUR 3.2 to 3.7 billion, based on current exchange rates). The completion of the transaction is subject to customary closing conditions and regulatory approvals including that of the China Banking Regulatory Commission. The sale will have a positive financial impact and, on a pro-forma basis, would have improved Deutsche Bank’s Common Equity Tier 1 capital ratio (CRR/CRD 4 fully loaded) as of 30 September 2015 by approximately 30-40 basis points.

On 8 February 2016, based on preliminary and unaudited figures, Deutsche Bank published updated information relating to its capacity to pay in 2016 and 2017 coupons on its Additional Tier 1 (AT1) notes. The 2016 payment capacity is estimated to be approximately EUR 1 billion, sufficient to pay AT1 coupons of approximately EUR 0.35 billion on 30 April 2016. The estimated pro-forma 2017 payment capacity is approximately EUR 4.3 billion before impact from 2016 operating results. This is driven in part by an expected positive impact of approximately EUR 1.6 billion from the completion of the sale of 19.99% stake in Hua Xia Bank and further HGB 340e/g reserves of approximately EUR 1.9 billion available to offset future losses. The final AT1 payment capacity will depend on 2016 operating results under German GAAP (HGB) and movements in other reserves.

On 23 February 2016, Deutsche Bank announced the successful completion of the tender offer to repurchase up to EUR 3 billion of five Euro-denominated issues of senior unsecured debt securities. Against the spread / price targets communicated on 12 February 2016, Deutsche Bank decided to further increase the purchase price by 1.50-2.60 percentage points or respectively lower the spreads by 20-25 bps at which it accepts bonds within this tender offer. The resulting accepted total volume amounts to EUR 1.27 billion of the total tendered amount of EUR 1.75 billion. Securities with a notional value of EUR 0.48 billion were tendered at levels tighter than the final purchase spreads / higher than the final purchase prices and were not accepted. The tender offer had been announced on 12 February 2016. With this transaction, Deutsche Bank managed its overall wholesale funding levels and simultaneously provided liquidity to holders of the debt securities listed in the tender offer. Deutsche Bank expects to record a positive income in the first quarter of 2016 related to this transaction of approximately EUR 40 million.

On 25 February 2016, Deutsche Bank announced that it had been informed by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or “BaFin”) that it has closed several major special audits of the Bank. The special audits include those on interbank offered rates (IBOR), Monte dei Paschi di Siena and precious metals. Accordingly, BaFin does not see the need to take further action against the Bank or former and current members of the Management Board with respect to the closed special audits. The regulator cited the changes already implemented and further measures already taken or planned by the Bank as reasons for this decision.


9

On 14 March 2016, Deutsche Bank announced the successful completion of the tender offers to repurchase up to EUR 3 billion of five euro-denominated and up to USD 2 billion of eight US dollar-denominated senior unsecured debt securities. Deutsche Bank had launched the tender offers on 12 February 2016. The two tender offers resulted in a repurchase of euro-denominated bonds with a notional value of EUR 1.27 billion and of US dollar-denominated bonds with a notional value of USD 0.74 billion, equating to a total volume of EUR 1.94 billion. During the last ten working days of the offer period for US dollar-denominated bonds investors tendered securities with a notional value of less than USD 1 million US dollars. Deutsche Bank expects to record a gain in the first-quarter 2016 of approximately EUR 55 million from the repurchase of the securities.

Outlook

In October 2015, the next phase of the strategy called “Strategy 2020” was introduced with four main aims: First to make Deutsche Bank simpler and more efficient; second to reduce risk; third to strengthen the capital position and fourth to execute in a more disciplined manner. From 2016 onwards, the Bank’s core divisions are being restructured along the client lines that it serves - Institutions, Corporates, Fiduciaries and Private Clients. This is intended to reduce complexity and better enable the Bank to better meet client demands.

In order to highlight the financial objectives of Strategy 2020 two sets of financial targets were announced by the Group. The first set of financial targets is expected to be completed by 2018. It primarily covers disposals, headcounts, cost savings and risk-weighted assets. The second set relates to the leverage ratio, cost savings, dividend payout ratio and CET 1 capital ratio are set to be achieved by 2020. The most important financial Key Performance Indicators (KPIs) of the Group are detailed in the table below.


Status end of 2015 Target for 2018 Target for 2020


11.1 % At least 12.5 % At least 12.5 %



Post-tax Return on Average Tangible Equity2

(12.3) % Greater than 10.0 % Greater than 10.0 %

Adjusted costs3 EUR 26.5 bn Less than EUR 22 bn per annum

Less than EUR 22 bn per annum

Cost-income ratio4 115.3 % ~ 70.0 % ~ 65.0 %


Note: Comparison of the KPIs with prior year plan/forecast not meaningful, as in 2015 a new strategy was formulated. 1 The CRR/CRD 4 fully loaded Common Equity Tier 1 ratio represents our calculation of our Common Equity Tier 1 ratio without taking into account the transitional provisions of CRR/CRD 4. 2 Based on Net Income attributable to Deutsche Bank shareholders. Calculation is based on an effective tax rate of (11) % for year ended December 31, 2015. 3 Total noninterest expense excluding restructuring & severance, litigation, impairment of goodwill and other intangibles and policyholder benefits and claims. 4 Total noninterest expenses as a percentage of total net interest income before provision for credit losses plus noninterest income. 5 Excluding expected regulatory inflation.


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Within the Bank’s strategic plan, it used underlying foreign exchange rates of EUR/USD at 1.07 and EUR/GBP at 0.72 in setting the financial targets for 2018 and 2020.

For 2016, Deutsche Bank expects revenues to be impacted by the low interest rate environment and challenging trading conditions. In addition, the impact of restructuring activities across country, client and product portfolio reductions are likely to impact the Bank’s revenue generation capacity however, at the same time it will be investing into growth areas of Transaction Banking, Asset Management, Wealth Management and Equities. The Bank expects the majority of its restructuring costs to be incurred by end of 2016 with restructuring activities to be completed in 2017. The total costs will continue to be burdened by litigation and restructuring charges in 2016.

Capital management remains focused on keeping the CRR/CRD 4 fully loaded Common Equity Tier 1 capital ratio (CET 1 ratio) on track to reach the Strategy 2020 target level of minimum 12.5 % by 2018. In 2016, the Bank expects the fully loaded CET 1 ratio to remain broadly flat so that the Bank would remain capitalized well above regulatory minimum and SREP requirements. The Bank expects CET 1 capital to remain relatively flat as capital building is impacted by restructuring cost, litigation, and NCOU de-risking.

Deutsche Bank stays committed to reaching a fully loaded CRR/CRD 4 Leverage Ratio of at least 4.5 % in 2018 and at least 5 % in 2020 per Strategy 2020. The tight leverage exposure management stabilized the leverage ratio at 3.5 % by the end of 2015. In 2016, the Bank will continue its active CRD 4 exposure management. The CRR/CRD 4 Leverage Ratio is expected to remain broadly flat in 2016.

2016 will be a year of focused Strategy 2020 implementation. The Bank expects further restructuring and severance expenses of approximately EUR 1.0 billion, a continued burden from litigation, continued pressure from regulatory induced costs, bank levy charges and challenging market conditions. The Bank is committed to work towards its target of 10 % Post-tax Return on Average Tangible Equity, when Strategy 2020 is to be fully implemented. The measures planned for implementation in 2016, whilst a burden in that year, are key elements to progress towards that target. Overall the Bank expects a partial improvement of its Post-tax Return on Average Tangible Equity in 2016.

Achieving a structurally affordable cost base is one of Deutsche Bank’s top priorities. The Bank remains committed to its Strategy 2020 target of an adjusted cost base of less than EUR 22 billion and a cost-income ratio of approximately 70 % by 2018. However, 2016 will remain a difficult year for the Bank as it will take some time for the restructuring program to become visible in the cost base. The Bank intends to continue to identify cost savings and efficiencies, but at the same time it will invest in technology and regulatory compliance programs, and it will face higher costs from software amortisation. The Bank therefore expects its adjusted costs to be broadly flat in 2016 compared to 2015. In addition, the total costs will continue to be burdened by litigation and restructuring charges in 2016. As a result the Bank expects its cost-income ratio to improve, but remain at an elevated level in 2016 as it also expects challenges on the revenue side driven by the low interest rate environment and continued market volatility.

Risk-weighted assets are expected to increase slightly in 2016, mainly driven by an increase of Operational Risk related risk-weighted assets and planned business growth. This will be partly offset by a decrease in riskweighted assets resulting from the planned acceleration of the Bank’s NCOU de-risking program.

In order to support the Bank’s overall capitalization, the Management Board proposed to the Supervisory Board to recommend no common share dividend for the fiscal years 2015 and 2016. In its Strategy 2020 announcement, the Bank articulated that it aspires to pay a competitive common share dividend payout ratio in the medium term.

By the nature of its business, Deutsche Bank is involved in litigation, arbitration and regulatory proceedings and investigations in Germany and in a number of jurisdictions outside Germany, especially in the U.S. Such matters are subject to many uncertainties. While the Bank has resolved a number of important legal matters and made progress on others, it expects the litigation and enforcement environment to continue to be challenging.


11


From 2016 onwards and in accordance with the Bank’s Strategy 2020, the business operations are organized under a new structure with the segments Global Markets (GM), Corporate & Investment Banking (CIB), Private, Wealth and Commercial Clients (PW&CC), Postbank, Deutsche Asset Management (AM) and Non-Core Operations Unit (NCOU). The following paragraphs contain the outlook of the business segments still in their organisational set-up that was effective until the end of 2015. More details regarding the new structure are also provided in the descriptions of the respective business segments which follow.

Corporate Banking & Securities

For Corporate Banking & Securities (CB&S), the business environment is highly challenging in 2016. Since the beginning of 2016, Deutsche Bank has already seen financial markets fall significantly, reflecting concerns on multiple fronts. Ongoing risks and uncertainties include exposure of global macroeconomic growth to event risks, evolution of central bank policies, the impact of low oil prices on the energy sector, ongoing regulatory developments, effects of further balance sheet de-leveraging, litigation charges and expenditures related to platform enhancements and regulatory requirements.

In 2016, the Bank sees various headwinds which may impact investment banking industry revenues. Challenges, including financial market turbulence slowing down client activity, ongoing regulatory pressure, continued pressure on resources and the potential impact of geo-political events will remain. The Bank expects continued global economic growth in 2016 although differences in regional growth rates are expected to result in increasing divergence in monetary policy.

Deutsche Bank expects 2016 industry Debt Sales & Trading revenues to be slightly lower, as an increase in Macro revenues due to monetary policy divergence will be more than offset by lower Credit revenues. Industry Equity Sales & Trading revenues are also expected to be moderately lower in 2016. The Bank expects Corporate Finance industry fee pools to be lower in 2016 due to a decline in Advisory deal flow.

In light of the challenging operating environment and increasing pressure on its balance sheet and capital, the Bank laid out a detailed bank-wide reorganisation plan as a part of Strategy 2020 aimed at increasing efficiency and generating sustainable returns. As part of this, starting in 2016 Corporate Banking & Securities is reorganised into two business divisions: Sales and Trading activities have been combined in a newly created division called Global Markets and a division called Corporate & Investment Banking has been created by combining the Corporate Finance business from CB&S and Global Transaction Banking.

For Global Markets, the implementation of Strategy 2020 will entail a reduction in CRD 4 leverage exposure and a reduction in RWA consumption to partly offset increases driven by Operatinal Risk and Basel 4 regulatory changes. This will require a reshaping of the Bank’s business portfolio – by reducing its product, country and client perimeter. The Bank will also focus on reducing costs, driving platform efficiency and at the same time, enhancing regulatory compliance, control and conduct. The next two years will continue to see pressure on returns, as the Bank continues to face RWA increases (mainly driven by Operational Risk RWA), reduce its business perimeter and make progress on outstanding issues.

In Corporate Finance, the Bank will continue to focus on enhancing its client relationships, with the target of being a top three bank for its key corporate clients. The Bank will continue to invest in higher returning products and relationships while rationalising lower-return and higher risk clients.

Despite challenging market conditions in recent years, and the continued uncertain outlook, Deutsche Bank believes that the announced strategic priorities will position it favourably to face potential challenges and capitalise on future opportunities.

Private & Business Clients


12

The Strategy 2020 foresees several transformation measures regarding Private & Business Clients (PBC) including measures to streamline the Bank’s organisation, to optimize its branch network in Germany and to invest in digitalization. PBC’s transformation also includes portfolio measures, mainly the sale of the Bank’s stake in Hua Xia Bank Co. Ltd (Hua Xia) and the separation of Postbank.

In the first quarter of 2016, Postbank will become a separate segment and the remainder of PBC, which will be called Private & Commercial Clients (PCC), will be combined with Wealth Management (WM) into the new segment “Private, Wealth & Commercial Clients (PW&CC)”.

PCC aims to be a leading, digitally enabled advisory bank with a strong focus on growth in private banking and commercial banking. The Bank’s objectives include the offering of a seamless private client coverage approach in Germany, a strengthened European presence, as well as a focus on entrepreneurs in Germany and across Europe. Furthermore, the Bank intends to invest in digitalization and aims to generate synergies from optimizing and streamlining product offerings, operations as well as overhead and support functions. It also plans to improve capital efficiency by further strengthening advisory capabilities and by emphasising less capital-intensive products.

In 2016, the Bank expects revenues from deposit products to continue to suffer from the low interest rate environment while revenues from credit products are expected to grow, reflecting continued customer demand as well as the strategy to selectively expand the loan book. The Bank will also continue its focus on investment and insurance products but revenue dynamics in this business will highly depend on the impact of the current challenging macroeconomic environment on customer confidence. Loan loss provisions were on very low levels in 2015 and the Bank currently does not expect them to decline further from these levels. Both the revenues and noninterest expenses could be impacted by further regulatory requirements, and noninterest expenses in 2016 will include charges and investment spend related to the execution of the above-mentioned transformation measures. The aforementioned expectations regarding PCC apply for Postbank accordingly. Particularly, revenues are expected to be impacted by the low interest environment.

Global Transaction Banking

The ongoing low interest rate levels with even negative rates in key markets, volatile stock markets, the highly competitive environment and challenges from geopolitical events are expected to continue to put downward pressure on business for Global Transaction Banking (GTB) in 2016.

In particular, the Bank expects adverse impacts on its Cash Management business. Building on the strong result in 2015 and planned investments into the transaction banking business in light of Strategy 2020, the Bank anticipates overall stable developments of volumes in 2016. With its continued focus on building and deepening client relationships, its comprehensive suite of products and its renowned service excellence, the Bank believes it is well-placed to cope with the challenging environment. The Bank will continue to invest in its businesses, notably its processes and IT platforms, while maintaining strict risk, cost and capital discipline to further enhance the resilience of the business model. The focus for 2016 will continue to be on regulatory compliance, control and conduct along with system stability. This will provide a strong foundation for future growth of GTB. As of January 1, 2016, GTB together with Corporate Finance is part of the business division called Corporate & Investment Banking.

Deutsche Asset & Wealth Management

Asset and wealth managers face numerous challenges in 2016, including an uncertain economic outlook, volatile equity and credit markets and continued low interest rates, combined with fierce competition and rising costs associated with regulation. Growth in most developed economies is likely to remain relatively flat, however many emerging countries may see slower growth and increased volatility, impacting investor risk appetite and potentially impacting asset flows. Turbulent conditions create opportunities for active investment


13

management across traditional and alternative assets, as well as for trusted financial advice and guidance. As a result, Deutsche Bank believes diversified, solutions-oriented asset and wealth managers that can leverage scale and intellectual capital to support their clients will fare better than most.

In 2016, Deutsche Bank will restructure Asset & Wealth Management. High net worth clients will be served by Deutsche Bank Wealth Management, a distinct business within the Private, Wealth & Commercial Clients division. Deutsche Asset Management will become a stand-alone division focused on providing investment solutions to institutions and intermediaries that serve individual clients.

In Asset Management, Deutsche Bank expects a further shift in investor preferences toward alternatives (including hedge funds, private equity, real estate, and infrastructure) and passive products (including index and exchange-traded products). As a result, the Bank anticipates asset inflows in alternatives and passive products to outpace other asset classes in 2016. Additionally, it expects continued growth of retirement solutions and demand for outcome-oriented solutions, particularly in developed markets as a result of ageing demographics. Together, these trends align with the Bank’s investments to strengthen capabilities across products, channels and regions. With existing products and new launches planned, Deutsche Asset Management aims to grow its share in the market. As new structural changes are implemented, the Bank intended to streamline front-to-back investment processes to serve its clients.

In Wealth Management, the Bank expects Ultra-High Net Worth (UHNW) individuals to remain the wealth industry’s fastest growing client segment. It intends to drive growth through a targeted regional coverage model and by delivering crossasset class, cross-border investment opportunities and solutions, as well as access to the broader capabilities of Deutsche Bank. The Bank has designed segment-specific strategies, improved client analytics and deepened client relationships to help it achieve its aim to become the advisor of choice for UHNW individuals and a top five wealth manager globally. Delivery of this ambition will be underpinned by the Bank’s product suite and expertise in managed solutions, lending and capital markets.

Despite anticipated growth of the global asset and revenue pools, revenue performance remains dependent on market levels due to the high level of recurring fee revenue. The current level of markets would indicate downward revenue pressure despite various strategic growth initiatives. Fee compression and heightened competition require a dynamic and cost efficient operating model. In 2016, additional technology and operations improvements will continue to be implemented, equipping both Asset Management and Wealth Management with adequate IT infrastructure to serve their clients. Further initiatives will be launched to streamline the Bank’s geographic and operational footprint to support Group simplification efforts.

Non-Core Operations Unit

The Non-Core Operations Unit (NCOU) will focus on reducing leverage and risk-weighted assets with an ambition to materially unwind the remaining positions by the end of 2016, such that residual risk-weighted assets are less than EUR 10 billion in aggregate. Challenges in the overall market environment may impact the execution of NCOU’s strategy, specifically in terms of the associated timeline and financial impact. This uncertainty covers a number of factors that can impact the de-risking activity, however this accelerated wind down is estimated to be accretive to the Group’s capital ratios. In addition, the cost of servicing high interest rate liabilities currently included in NCOU revenues will be allocated to a new Postbank segment in 2016. The Bank expects the litigation and enforcement environment to remain challenging for the foreseeable future.”

XII.



14

“



a) the Deutsche Bank Aktiengesellschaft EUR 80 billion Debt Issuance Programme Base Prospectus dated 25 June 2015, save that only pages 35 to 98 (inclusive) and page 898 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the "EMTN Base Prospectus");

b) the first supplement to the EMTN Base Prospectus dated 7 August 2015, save that only pages 2-33 (inclusive) shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the "First Supplement to the EMTN Base Prospectus");

c) the second supplement to the EMTN Base Prospectus dated 2 October 2015, save that only page 3 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the "Second Supplement to the EMTN Base Prospectus");

d) the third supplement to the EMTN Base Prospectus dated 13 October 2015, save that only page 2 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the "Third Supplement to the EMTN Base Prospectus");

e) the fourth supplement to the EMTN Base Prospectus dated 11 November 2015, save that only pages 3 to 37 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the "Fourth Supplement to the EMTN Base Prospectus");

f) the sixth supplement to the EMTN Base Prospectus dated 4 February 2016, save that only pages 16 to 18 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Sixth Supplement to the EMTN Base Prospectus”);

g) the seventh supplement to the EMTN Base Prospectus dated 21 March 2016, save that only pages 4 to 37 shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (the “Seventh Supplement to the EMTN Base Prospectus”);

h) the unaudited interim report as of 30 September 2015 of the Deutsche Bank Group (the "30 September 2015 Interim Report");

i) the Annual Report of Deutsche Bank Aktiengesellschaft as of 31 December 2015, save that only pages 29 to 417(Management Report and Financial Statements) shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus (“2015 Financial Report”);


15

j) the Financial Report of Deutsche Bank Aktiengesellschaft as of 31 December 2014 ("2014 Financial Report");

k) the Financial Report of Deutsche Bank Aktiengesellschaft as of 31 December 2013 ("2013 Financial Report");

l) the base prospectus dated 19 December 2013 relating to the x-markets Programme for the issuance of certificates, warrants and notes by Deutsche Bank AG, as supplemented by the second supplement to the base prospectus dated 21 February 2014, the fifth supplement to the base prospectus dated 30 May 2014 and the sixth supplement to the base prospectus dated 8 August 2014 (as supplemented, the "2013 Base Prospectus"); and

m) the base prospectus dated 18 December 2014 relating to the x-markets Programme for the issuance of certificates, warrants and notes by Deutsche Bank AG (the "2014 Base Prospectus").


2. Cross Reference List The cross reference list below sets out the relevant page references for the information incorporated by reference into this Base Prospectus.

a) The following information is set forth in the EMTN Base Prospectus:

From the EMTN Base Prospectus Page Reference

Risk Factors 35-65

Persons Responsible 67






16







Significant Change in Deutsche Bank Group's Financial Position 98

Material Contracts 98 Third Party Information and Statement by Experts and Declaration of any Interest

98


b) The following information is set forth in the First Supplement to the EMTN Base Prospectus:

From the First Supplement to the EMTN Base Prospectus Page Reference

Risk Factors 8-10




c) The following information is set forth in the Second Supplement to the EMTN Base Prospectus:

From the Second Supplement to the 2015 Base Prospectus Page Reference

Risk Factors 3

d) The following information is set forth in the Third Supplement to the EMTN Base Prospectus:


17

From the Third Supplement to the EMTN Base Prospectus Page Reference

Description of the Issuer Trend Information 2

e) The following information is set forth in the Fourth Supplement to the EMTN Base Prospectus:

From the Fourth Supplement to the EMTN Base Prospectus Page Reference

Risk Factors 7-8




Administrative, Management and Supervisory Bodies



f) The following information is set forth in the Sixth Supplement to the EMTN Base Prospectus:

From the Sixth Supplement to the EMTN Base Prospectus Page Reference



g) The following information is set forth in the Seventh Supplement to the EMTN Base Prospectus:

From the Seventh Supplement to the EMTN Base Prospectus

Page Reference



18

Auditing of Historical Financial Information 5

Risk Factors 8-10



h) The following information is set forth in the 30 September 2015 Interim Report











i) The following information is set forth in the Financial Report of the Issuer as of 31 December 2015:







19







Independent Auditors' Report 415-416

j) The following information is set forth in the Financial Report of the Issuer as of 31 December 2014:









Independent Auditors' Report 480-481

k) The following information is set forth in the Financial Report of the Issuer as of 31 December 2013:


20









Independent Auditors' Report 448

l) The following information is set forth in the 2013 Base Prospectus:


IV. General Conditions 232-328 V. Product Terms 329-480 VI. Form of Final Terms* (the "2013 Form of Final Terms") 481-534 Second supplement to the 2013 Base Prospectus dated 21 February 2014

2

Fifth supplement to the 2013 Base Prospectus dated 30 May 2014

4-5

Sixth supplement to the 2013 Base Prospectus dated 8 August 2014

15-16

*Save as provided in paragraph 10 (Fungible issuances) of section III.H entitled "General Information" of this Base Prospectus.

m) The following information is set forth in the 2014 Base Prospectus:


21


IV. General Conditions 245-334 V. Product Terms 335-500 VI. Form of Final Terms* (the "2014 Form of Final Terms") 501-551 *Save as provided in paragraph 10 (Fungible issuances) of section III.H entitled "General Information" of this Base Prospectus.

The information incorporated by reference which is not included in the cross reference list, is considered as additional information and is not required by the relevant schedules of the Regulation 809/2004 of the European Commission, as amended. Any documents incorporated by reference in the EMTN Base Prospectus shall not thereby be deemed incorporated by reference in this Base Prospectus and are either deemed not relevant for an investor or are otherwise covered elsewhere in this Base Prospectus.

The documents specified above and incorporated by reference shall be available in physical form at the registered office of the Issuer and, in case of admission to trading of the Securities on the Luxembourg Stock Exchange, in Luxembourg in physical form at the office of Deutsche Bank Luxembourg S.A. at 2, boulevard Konrad Adenauer, L–1115 Luxembourg or at the Issuer's listing agent in Luxembourg, Banque de Luxembourg S.A., at 14, boulevard Royal L-2449, Luxembourg, and at the Issuer's Zurich Branch, Uraniastrasse 9, PF 3604, CH-8021 Zurich, Switzerland (where it can also be ordered by telephone +41 44 227 3781 or fax +41 44 227 3084).



SECOND PROSPECTUS SUPPLEMENT

TO THE BASE PROSPECTUS DATED 14

DECEMBER 2015 IN RESPECT OF THE

FINAL TERMS DATED 4 MARCH 2016

RELATING TO THE ISSUE OF UP TO

USD 150,000,000 TEN-YEAR

STEEPENER NOTES (ISIN:

XS0461338542)




Prospectus Supplement

This document constitutes a supplement (the "Supplement") to the base prospectus of Deutsche Bank AG London Branch (the "Issuer") dated 14 December 2015, as supplemented by the supplement dated 8 February 2016 (the "Base Prospectus") pursuant to article 13 of Chapter 1 of Part II of the Luxembourg Law dated 10 July 2005 on prospectuses for securities (the "Law"), and should be read in conjunction with the Base Prospectus.

The Issuer intends to issue up to USD 150,000,000 Ten-Year Steepener Notes (ISIN: XS0461338542) (the "Securities").

The final terms dated 4 March 2016 relating to the issue of the Securities (the "Final Terms") were filed with the Commission de Surveillance du Secteur Financier ("CSSF") and the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) on 4 March 2016.

The purpose of this Supplement is to amend the Minimum Coupon in respect of the Securities.

This Supplement contains updated information relating to the Final Terms with respect to the Securities and shall not affect any other series of instruments issued under the Base Prospectus. Any Base Prospectus and Final Terms information not supplemented herein should be regarded as unchanged.

This Supplement shall be published on the Issuer's website (https://www.xmarkets.db.com) and on the website of the Luxembourg Stock Exchange (www.bourse.lu).

The Final Terms of the Securities are revised with effect from and including the date of this Supplement.

2

Interpretation

Terms defined in the Base Prospectus and the Final Terms have the same meaning in this Supplement.


Responsibility

The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus relating to the Securities has arisen or been noted, as the case may be, since the publication of the Base Prospectus.

Rights of Withdrawal

In accordance with Article 13 paragraph 2 of the Law, investors who have already agreed to purchase or subscribe for the Securities offered by way of public offer before this Supplement is published shall have the right, exercisable within a time limit of two working days after the publication of this Supplement to withdraw their acceptances. Investors may therefore withdraw their acceptances by 31 March 2016. This withdrawal right will only apply to those investors who have agreed to purchase or subscribe for the Securities in accordance with Final Terms issued under the Base Prospectus before the publication of this Supplement.

Amendment to the Final Terms

The Final Terms are amended as follows:

(a) The following definition of "Minimum Coupon" on page 3 of the Final Terms shall be deleted in its entirety:

" Minimum Coupon 2.10 per cent per annum "

and replaced by the following definition of "Minimum Coupon":

" Minimum Coupon 2.62 per cent per annum "

(b) The seventh paragraph of element C.9 of Section C (Securities) of the issue specific Summary of the Securities in the Annex to the Final Terms on page 13 of the Final Terms shall be replaced by the following:

"Description of floating coupon: In respect of each Coupon Period commencing on or after 31 March 2019, the lesser of (i) 6 per cent. per annum, and (ii) the greater of (a) the product of (I) 2.40, multiplied by (II) the Swap Rate Spread in respect of the Coupon Determination Date for such Coupon Period, and (b) 2.62 per cent. per annum"

______________________________

Prospectus Supplement dated 29 March 2016

FIRST SUPPLEMENT TO THE BASE


2015

1




This document constitutes a supplement (the "Supplement") to the base prospectus dated 14 December 2015 (the "Base Prospectus"), pursuant to article 13 of Chapter 1 of Part II of the Luxembourg Law dated 10 July 2005 on prospectuses for securities (the "Law"), and should be read in conjunction with the Base Prospectus.




The purpose of this Supplement is to incorporate into the Prospectus the preliminary unaudited figures of the fourth quarter 2015 and the full year 2015 as published on 28 January 2016, to include changes of the credit ratings regarding the Issuer by Moody’s Investors Service, Inc. on 25 January 2016 and to amend and update other disclosure on the Issuer.



In accordance with Article 13 paragraph 2 of the Law, investors who have already agreed to purchase or subscribe for securities before the Supplement is published shall have the right, exercisable within a time limit of two working days after the publication of this Supplement to withdraw their acceptances. Investors may therefore withdraw their acceptances by the 10 February 2016. This withdrawal right will only apply to those investors who have agreed to purchase or subscribe the securities in accordance with Final Terms issued under the Base Prospectus before the publication of this Supplement and for which the offering period has not yet elapsed or admission to trading on a regulated market has not yet been obtained as of




2015

2

the date of this Supplement.

This Supplement is dated 8 February 2016.

On 26 January 2016, the rating agency Moody’s Investors Service, Inc. published the downgrade of the ratings assigned to Deutsche Bank AG long-term debt to Baa1 from A3 and the upgrade of all short-term ratings to Prime-1 from Prime-2.

On 28 January 2016, Deutsche Bank AG reported preliminary unaudited figures for the fourth quarter of 2015 and the full year 2015.


I.

In Chapter “I. Summary”, “Section B – Issuer” Element B.5 “Description of the group and the Issuer’s

position within the group” (page 7), the information in the right column shall be deleted and replaced as

follows:

“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”).” II.

In Chapter “I. Summary”, “Section B – Issuer” Element B.9 “Profit forecasts or estimate” (page 7), the

information contained in the right column shall be deleted and replaced as follows:

“The consolidated loss before income taxes (IBIT) estimate of the Issuer as of and for the year ended on 31 December 2015 amounts to EUR 6.1 billion.”

III.

In Chapter “I. Summary”, “Section B – Issuer” Element B.12 “No material adverse change in the

prospects” (page 8), the information contained in the right column shall be deleted and replaced as follows:

“There has been no material adverse change in the prospects of Deutsche Bank since 31 December 2014, except as disclosed in Element B.13 below.”

IV.

In Chapter “I. Summary”, “Section B – Issuer” Element B.12 “Significant changes in the financial or

trading position” (page 8), the information contained in the right column shall be deleted and replaced as

follows:

“There has been no significant change in the financial position or trading position of Deutsche Bank since 30 September 2015, except as disclosed in Element B.13 below.”



2015

3

V.

In Chapter “I. Summary”, “Section B – Issuer” Element B.13 “Recent events material to the Issuer’s

solvency” (page 8), the information contained in the right column shall be deleted and replaced as follows:

“On 28 January 2016, the Issuer reported a preliminary consolidated loss before income taxes (IBIT) of EUR 6.1 billion as of and for the year ended on 31 December 2015. Otherwise, there are no recent events (since

30 September 2015) particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer‘s solvency.”

VI.

In Chapter “I. Summary”, “Section B – Issuer” Element B.15 “Issuer’s principal activities” (page 8), the text

contained in the right column shall be deleted and replaced as follows:

“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 five corporate divisions:

Corporate & Investment Banking (CIB);

Global Markets (GM);

Deutsche Asset Management (DeAM);

Private, Wealth & Commercial Clients (PWCC); and

Non-Core Operations Unit (NCOU).

The five corporate divisions are supported by infrastructure functions. In addition, Deutsche Bank has a

regional management function that covers regional responsibilities worldwide.

The Bank has operations or dealings with existing or potential customers in most countries in the world. These

operations and dealings include:

subsidiaries and branches in many countries;

representative offices in other countries; and

one or more representatives assigned to serve customers in a large number of additional countries.”

VII.

In Chapter “I. Summary”, “Section B – Issuer” Element B.17 “Credit ratings to the Issuer and the

Securities” (page 8), the third paragraph (including the table) shall be deleted and replaced as follows:

“As of 8 February 2016, the following ratings were assigned to Deutsche Bank:

Rating Agency Long term Short term Outlook



2015

4

Moody’s Baa1 P-1 negative

S&P BBB+ A-2 stable

Fitch A- F1 stable

DBRS A R-1 (low) stable

“

VIII.

In Chapter “I. Summary”, “Section D – Risks” Element D.3 “Key information on the risks that are specific

and individual to the securities” the information contained in the right column under the heading “Regulatory

bail-in and other resolution measures” (page 89) shall be deleted and replaced as follows:

“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, 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.”

IX.

In Chapter “II. Risk Factors”, Section “C. Risk Factors Related to Securities Generally”, the text contained

in “11. Regulatory Bail-in and other Resolution Measures” (page 149-150), shall be deleted and replaced as

follows:

“On 15 May 2014, the European Parliament and the Council of the European Union adopted Directive

2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms

(commonly referred to as the “Bank Recovery and Resolution Directive” or the “BRRD”) which was transposed

into German law by the Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz, or the “SAG”) with

effect from 1 January 2015. For banks established in the eurozone, such as the Issuer, which are supervised

within the framework of the Single Supervisory Mechanism (the “SSM”), Regulation (EU) No 806/2014 of the

European Parliament and of the Council (the “SRM Regulation”) provides for a coherent application of the

resolution rules across the SSM under responsibility of the European Single Resolution Board, with effect since

1 January 2016 (referred to as the “Single Resolution Mechanism” or “SRM”). Under the SRM, the Single

Resolution Board is responsible for adopting resolution decisions in close cooperation with the European

Central Bank, the European Commission, and national resolution authorities in the event that a significant bank

directly supervised by the European Central Bank, such as the Issuer, is failing or likely to fail and certain other

conditions are met. National resolution authorities in the European Union member states concerned would

implement such resolution decisions adopted by the Single Resolution Board in accordance with the powers

conferred on them under national law transposing the BRRD.

If the competent authority determines that the Issuer is failing or likely to fail and certain other conditions are

met (as set forth in the SRM Regulation, the SAG and other applicable rules and regulations), the competent

resolution authority has the power to write down, including to write down to zero, claims for payment of the

principal, 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 are

hereinafter referred to as the “Bail-in tool”), or to apply any other resolution measure including (but not limited

to) a transfer of the Notes to another entity, a variation of the terms and conditions of the Securities (including,

but not limited to, the variation of maturity of the Securities) or a cancellation of the Securities. The Bail-in tool



2015

5

and each of these other resolution measures are hereinafter referred to as a “Resolution Measure”. The

competent resolution authority may apply Resolution Measures individually or in any combination.

The competent resolution authority will have to exercise the Bail-in tool in a way that results in (i) common

equity tier 1 capital instruments (such as ordinary shares of the Issuer) being written down first in proportion to

the relevant losses, (ii) subsequently, the principal amount of other capital instruments (additional tier 1 capital

instruments and tier 2 capital instruments) being written down on a permanent basis or converted into common

equity tier 1 capital instruments in accordance with their order of priority and (iii) finally, eligible liabilities – such

as those under the unsubordinated Securities – being written down on a permanent basis or converted into

common equity tier 1 capital instruments in accordance with a set order of priority.

Pursuant to the act on the mechanism for the resolution of banks of 2 November 2015 (“Resolution

Mechanism Act” – Abwicklungsmechanismusgesetz), obligations of the Issuer under senior unsecured debt

instruments issued by it would, in the event of initiation of insolvency proceedings or the implementation of

Resolution Measures affecting the Issuer, rank (i) junior to all other outstanding unsecured unsubordinated

obligations of the Issuer unless the terms of such instruments provide that the repayment or interest amount

depends on the occurrence or non-occurrence of a future event or will be settled in kind or the instruments are

typically traded on money markets and (ii) in priority of contractually subordinated instruments. This order of

priority would apply to insolvency proceedings or in the event of Resolution Measures commenced on or after 1

January 2017 and would also affect any senior unsecured debt instruments outstanding at this time. Securities

under the Programme could fall within any of the two categories of senior unsecured debt instruments.

Therefore, the Resolution Mechanism Act could lead to increased losses for creditors of senior unsecured debt

instruments, which rank junior to other senior unsecured debt instruments, if insolvency proceedings were

initiated or Resolution Measures imposed upon the Issuer.

The holders of Securities are bound by any Resolution Measure. They would have no claim or any other right

against the Issuer arising out of any Resolution Measure or increased losses incurred on the basis of the new

order of priority introduced by the Resolution Mechanism Act. Depending on the Resolution Measure, there

would be no obligation of the Issuer to make payments under the Securities. The extent to which payment

obligations under the Securities may be affected by Resolution Measures would depend on a number of factors

that are outside the Issuer’s control, and it will be difficult to predict when, if at all, Resolution Measures will

occur. The exercise of any Resolution Measure would not constitute any right to terminate the Securities.

Potential investors should consider the risk that they may lose all of their investment, including the principal

amount plus any accrued interest, if Resolution Measures are initiated, and should be aware that extraordinary

public financial support for troubled banks, if any, would only potentially be used as a last resort after having

assessed and exploited, to the maximum extent practicable, the Resolution Measures, including the Bail-in

tool.”

X.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, the text

contained in “2. Material Adverse Change in the Prospects of Deutsche Bank and Significant Change in

Deutsche Bank’s Financial or Trading Position” (page 252), shall be deleted and replaced as follows:

“On 28 January 2016, Deutsche Bank reported a preliminary consolidated loss before income taxes (IBIT) of EUR 6.1 billion as of and for the year ended on 31 December 2015. Otherwise, there has been no material adverse change in the prospects of Deutsche Bank since 31 December 2014 and no significant change in the financial position of Deutsche Bank Group since 30 September 2015.”

XI.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, the text

contained in the third paragraph (including the table) of “7. Ratings of the Issuer” (page 253-254) shall be

deleted and replaced as follows:



2015

6

“As of 8 February 2016, the following ratings were assigned by the Rating Agencies to debt securities and

money market papers of Deutsche Bank:

Rating Agency Long term Short term Outlook

Moody’s Baa1 P-1 negative

S&P BBB+ A-2 stable

Fitch A- F1 stable

DBRS A R-1 (low) stable

“

XII.

In Chapter “III. General Information on the Programme”, Section “H. General Information” (page 254), the

text contained in the paragraph beginning ‘Moody’s defines’ shall be deleted and replaced as follows:

“Moody’s defines:

Baa: Obligations rated “Baa” are judged to be medium-grade and subject to moderate credit risk

and as such may possess certain speculative characteristics.

Moody's long-term obligation ratings are divided into several categories ranging from "Aaa",

reflecting the highest quality, subject to the lowest level of credit risk, over categories "Aa",

"A", "Baa", "Ba", "B", "Caa", "Ca" to category "C", reflecting the lowest rated obligations

which are typically in default, with little prospect for recovery of principal or interest. Moody's

appends numerical modifiers 1, 2 and 3 to each generic rating classification from "Aa"

through "Caa". The modifier 1 indicates that the obligation ranks in the higher end of its

generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3

indicates a ranking in the lower end of that generic rating category.

P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term

debt obligations.

Moody's short-term ratings are divided into several categories ranging from "P-1", reflecting a

superior ability of an issuer to repay short-term debt obligations, over categories "P-2" and

"P-3" to category "NP", reflecting that an issuer does not fall within any of the Prime rating

categories.

negative: A rating outlook is an opinion regarding the likely rating direction over the medium term.

Rating outlooks fall into four categories: Positive (POS), Negative (NEG), Stable (STA), and

Developing (DEV). A designation of RUR (Rating(s) Under Review) indicates that an issuer

has one or more ratings under review, which overrides the outlook designation.”

XIII.

In Chapter “III. General Information on the Programme” Section “H. General Information”, the text

contained in “9. Administrative, management and supervisory bodies” (page 257 – 260) shall be deleted



2015

7

and replaced as follows:

“In accordance with German law, Deutsche Bank has both a Management Board (Vorstand) and a

Supervisory Board (Aufsichtsrat). These Boards are separate; no individual may be a member of both. The

Supervisory Board appoints the members of the Management Board and supervises the activities of this Board.

The Management Board represents Deutsche Bank and is responsible for the management of its affairs.

The Management Board consists of:

John Cryan* Co-Chairman; Corporate Strategy; Incident and Investigation Management;

Non-Core Operations Unit; Chief Operating Officer**

Jürgen Fitschen*** Co-Chairman; Regional Management Global (excl. Germany and UK)

Stuart Wilson Lewis Chief Risk Officer

Sylvie Matherat Chief Regulatory Officer: Regulation, Compliance and Anti-Financial Crime

Quintin Price Head of Deutsche Asset Management

Garth Ritchie Head of Global Markets; Regional Management UK

Karl von Rohr Chief Administrative Officer: Global Corporate Governance, Human

Resources and Legal

Dr. Marcus Schenck Chief Financial Officer

Christian Sewing Head of Private, Wealth & Commercial Clients; Regional Management

Germany

Jeffrey Urwin Head of Corporate & Investment Banking

________________

* John Cryan will become sole Chairman on 19 May 2016.

** John Cryan has the interim responsibility for the oversight of the Group Chief Operating Officer (role

performed by Kim Hammonds), as long as this position is not directly represented at the Management

Board.

*** Jürgen Fitschen will step down from his role on 19 May 2016.



2015

8

The Supervisory Board consists of the following members:

Dr. Paul Achleitner Chairman of the Supervisory Board of Deutsche

Bank AG, Frankfurt

Alfred Herling* Deputy Chairman of the Supervisory Board of

Deutsche Bank AG;

Chairman of the Combined Staff Council

Wuppertal/Sauerland of Deutsche Bank;

Chairman of the General Staff Council of Deutsche

Bank;

Chairman of the Group Staff Council of Deutsche

Bank;

Member of the European Staff Council of Deutsche

Bank

Wolfgang Böhr* Chairman of the Staff Council of Deutsche Bank,

Düsseldorf;

Member of the General Staff Council of Deutsche

Bank;

Member of the Group Staff Council of Deutsche

Bank

Frank Bsirske* Chairman of the trade union ver.di (Vereinte

Dienstleistungsgewerkschaft), Berlin

Dina Dublon Member of various supervisory boards/other

directorships

Katherine Garrett-Cox Chief Executive Officer of Alliance Trust PLC,

Dundee

Timo Heider* Chairman of the Group Staff Council of Deutsche

Postbank AG;

Chairman of the General Staff Council of BHW

Kreditservice GmbH;

Chairman of the Staff Council of BHW

Bausparkasse AG, BHW Kreditservice GmbH,

Postbank Finanzberatung AG and BHW Holding

AG;



2015

9


Bank;


Bank

Sabine Irrgang* Head of Human Resources Management

(Württemberg), Deutsche Bank AG

Prof. Dr. Henning Kagermann President of acatech – German Academy of

Science and Engineering, Munich

Martina Klee* Chairperson of the Staff Council Group COO

Eschborn/Frankfurt of Deutsche Bank

Peter Löscher Chief Executive Officer of Renova Management

AG, Zurich

Henriette Mark* Chairperson of the Combined Staff Council

Munich and Southern Bavaria of Deutsche Bank;

Member of the General Staff Council of

Deutsche Bank;


Bank

Richard Meddings** Non-Executive Director in Her Majesty’s

Treasury;

Non-Executive Director of Legal & General

Group Plc

Louise M. Parent Of Counsel, Cleary Gottlieb Steen & Hamilton LLP,

New York

Gabriele Platscher* Chairperson of the Combined Staff Council

Braunschweig/Hildesheim of Deutsche Bank

Bernd Rose* Chairman of the Joint General Staff Council of

Postbank Filialvertrieb AG and Postbank Filial

GmbH;


Postbank;


Bank;



2015

10


Bank

Rudolf Stockem* Secretary to the trade union ver.di (Vereinte

Dienstleistungsgewerkschaft), Berlin and freelance

Organisation and Communication Advisor

Dr. Johannes Teyssen Chairman of the Management Board of E.ON SE,

Dusseldorf

Georg F. Thoma Of Counsel, Shearman & Sterling LLP, Frankfurt

Professor Dr. Klaus Rüdiger

Trützschler

Member of various supervisory boards/other

directorships

_______________


** Appointed by court until conclusion of ordinary Annual General Meeting in 2016.

The members of the Management Board accept membership on the Supervisory Boards of other corporations

within the limits prescribed by law.

The business address of each member of the Management Board and of the Supervisory Board of Deutsche

Bank is Taunusanlage 12, 60325 Frankfurt am Main, Germany.

There are no conflicts of interest between any duties to Deutsche Bank and the private interests or other duties

of the members of the Supervisory Board and the Management Board.

Deutsche Bank has issued and made available to its shareholders the declaration prescribed by § 161 AktG.”

XIV.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, the following

information shall be inserted at the end of “11. Trend Information – Recent Developments” (page 263 – 269):

“On 28 January 2016, Deutsche Bank reported preliminary unaudited figures for the fourth quarter 2015 and

the full year 2015. Deutsche Bank announced that the annual report for 2015 will be published on 11 March

2016.

Group Results



2015

11

in EUR m. (unless stated otherwise) 4Q2015 4Q2014 4Q15 vs. 4Q14 FY2015 FY2014 FY15 vs. FY14

Net revenues 6,642 7,832 (1,190) 33,525 31,949 1,576

Provision for credit losses 380 369 11 956 1,134 (178)

Noninterest expenses 8,967 7,211 1,755 38,667 27,699 10,968

Income (loss) before income taxes (2,704) 253 (2,957) (6,097) 3,116 (9,213)

Net income (2,125) 441 (2,567) (6,772) 1,691 (8,463)

RWA (in EUR bn) 397 394 3 397 394 3

Tangible book value per share (in EUR) 37.90 38.53 (0.63) 37.90 38.53 (0.63)

Noninterest expensesin EUR m. (unless stated otherwise) 4Q2015 3Q2015 2Q2015 1Q2015 4Q2014 3Q2014 2Q2014 1Q2014 FY2015 FY2014

Adjusted Cost Base 6.811 6.210 6.516 6.914 6.380 6.248 6.045 6.280 26.451 24.953

Noninterest expenses 8.967 13.224 7.798 8.678 7.211 7.328 6.693 6.466 38.667 27.699

therein:

Impairment of Goodwill & Intangibles 6 5.770 0 0 111 0 0 0 5.776 111

Litigation 1.238 1.209 1.227 1.544 538 932 501 0 5.218 1.971

Policyholder benefits and claims 122 (29) 10 153 80 77 80 52 256 289

Restructuring and Severance 790 63 45 67 103 71 67 134 965 375

Cost/income ratio 135% 180% 85% 84% 92% 93% 85% 77% 115% 87%

Compensation ratio 47% 45% 38% 33% 38% 41% 38% 40% 40% 39%

Note: Figures may not add up due to rounding

Revenues were EUR 6.6 billion in 4Q 2015, down 15% year-on-year. This primarily reflected a year-on-year

revenue decline in Corporate Banking & Securities (CB&S) and mark-to-market losses in the Non-Core

Operating Unit (NCOU).

Revenues in the full year 2015 were EUR 33.5 billion, up 5% year-on-year. Revenues were slightly up at

constant exchange rates and excluding the EUR 0.7 billion impact from the Hua Xia Bank transaction, including

the impairment of the Bank’s 19.99% stake in the Chinese Bank as well as other transaction-related effects.

Noninterest expenses were EUR 9.0 billion in 4Q 2015, up 24% year-on-year. Noninterest expenses in the

quarter included EUR 0.8 billion of expenses for restructuring and severance, predominantly in Private &

Business Clients (PBC), and EUR 1.2 billion of litigation charges. The Adjusted Cost Base, which excludes

litigation, impairments, policyholder benefits and claims and restructuring and severance, was EUR 6.8 billion

in 4Q 2015, up from EUR 6.4 billion, and up slightly from EUR 6.7 billion at constant exchange rates, in 4Q

2014.

Noninterest expenses in the full year 2015 were EUR 38.7 billion, up from EUR 27.7 billion in 2014, and

included: impairments of goodwill and other intangible assets of EUR 5.8 billion; litigation charges of EUR 5.2

billion (2014: EUR 2.0 billion); and restructuring and severance expenses of EUR 1.0 billion (2014: EUR 0.4

billion). These specific items totaled EUR 12.0 billion in 2015. The Adjusted Cost Base of EUR 26.5 billion was

up slightly versus 2014, but slightly lower at constant exchange rates, reflecting lower expenses in NCOU due

to disposals and other cost savings, counterbalanced by higher regulatory spending.

Capital and leverage



2015

12

The Common Equity Tier 1 (CET 1) capital ratio was 11.1% at the end of 4Q 2015, down from 11.5% at the

end of the third quarter. This decline primarily reflected the net loss in the quarter. The sale of the Bank’s

19.99% stake in Hua Xia Bank, on a pro-forma basis, would have improved the CET 1 ratio (CRR/CRD4 fully-

loaded) as of December 31, 2015, by approximately 50-60 basis points.

The CRD4 leverage ratio declined from 3.6% to 3.5% during 4Q 2015, reflecting the quarterly loss. The

aforementioned sale of the Bank’s stake in Hua Xia Bank, on a pro-forma basis, would have improved the

CRD4 leverage ratio as of December 31, 2015, by approximately 10 basis points.

Risk Weighted Assets (RWA) were reduced by EUR 11 billion to EUR 397 billion at the end of 4Q 2015. This

was largely driven by reductions in market risk, credit risk and credit valuation adjustments, which more than

offset increases in RWAs for operational risk and exchange rate movements during the quarter. Reductions

occurred primarily in CB&S and NCOU.

Segment results

Corporate Banking & Securities (CB&S)


Net revenues 2,079 2,961 (882) 14,219 13,629 589

Provision for credit losses 115 9 106 265 103 162

Noninterest expenses 3,117 2,627 490 15,963 10,593 5,371

Noncontrolling interest 1 2 (1) 26 25 0

Income (loss) before income taxes (1,153) 323 (1,476) (2,035) 2,909 (4,944)

RWA (in EUR bn) 195 176 20 195 176 20

Revenues were EUR 2.1 billion in 4Q 2015, down 30% year-on-year, reflecting valuation adjustments in Debt

Sales & Trading, a challenging trading environment, and lower client activity. Debt Sales & Trading revenues

were EUR 947 million in 4Q 2015, down 16%. Excluding the impact of CVA/DVA/FVA adjustments, Debt Sales

& Trading revenues were 6% lower. Strong revenues in Rates and Emerging Market Debt trading were offset

by lower revenues in Credit Solutions and RMBS, where the Bank is exiting the Agency RMBS business.

Equity Sales & Trading revenues were down 28%, driven by lower revenues from Cash Equities and Equity

Derivatives, partially offset by higher Prime Finance revenues. Origination & Advisory revenues were down

43%, reflecting lower market activity and reduced market share in certain areas.

For the full year, revenues were EUR 14.2 billion, up 4% year-on-year.

Noninterest expenses were EUR 3.1 billion in 4Q 2015, up 19% year-on-year. The increase was driven by

higher litigation costs of EUR 335 million, regulatory-related expenditure and exchange rate movements.

in EUR bn (unless stated otherwise) Dec 31, 2015 Sep 30, 2015 Dec 31, 2014

CET1 capital ratio111.1% 11.5% 11.7%

Risk-weighted assets1397 408 394

Total assets (IFRS) 1,626 1,719 1,709

CRD4 leverage exposure21,395 1,420 1,445

Leverage ratio33.5% 3.6% 3.5%

1) based on CRR/CRD4 fully loaded

2) based on CRR/CRD4 rules

3) based on fully loaded CRR/CRD4 T1 capital and leverage ratio exposure according to CRR/CRD4 rules



2015

13

Private & Business Clients (PBC)


Net revenues 2,232 2,389 (156) 8,911 9,565 (654)

Provision for credit losses 150 187 (37) 501 622 (121)

Noninterest expenses 2,757 2,194 564 11,700 7,753 3,948

Noncontrolling interest 0 0 0 1 1 (0)

Income (loss) before income taxes (675) 8 (683) (3,291) 1,189 (4,480)

RWA (in EUR bn) 80 80 0 80 80 0

Revenues were EUR 2.2 billion in 4Q 2015, down 7% year-on-year, impacted by valuation and transaction-

related effects relating to the Bank’s investment in Hua Xia Bank, and lower Deposit revenues in an ongoing

low interest rate environment, which were partly counterbalanced by sustained revenue growth in Credit

products.

For the full year, revenues were EUR 8.9 billion, down 7% year-on-year; adjusted for valuation and other

transaction-related effects on the Bank’s stake in Hua Xia Bank, revenues were broadly stable year-on-year.

Noninterest expenses were EUR 2.8 billion in 4Q 2015, up 26% year-on-year, reflecting restructuring and

severance charges of EUR 669 million mainly relating to PBC’s restructuring of its branch network and a partial

write-off of software of EUR 131 million.

Global Transaction Banking (GTB)


Net revenues 1,175 1,039 136 4,616 4,119 497

Provision for credit losses 91 42 49 127 156 (29)

Noninterest expenses 737 750 (13) 3,050 2,811 239

Income (loss) before income taxes 347 247 99 1,439 1,152 287

RWA (in EUR bn) 52 43 9 52 43 9

Revenues were EUR 1.2 billion in 4Q 2015, up 13% year-on-year in a challenging market environment. This

result reflected solid business volumes in Trade Finance & Cash Management for Corporates and in

Institutional Cash & Securities Services, together with a positive exchange rate impact.


Noninterest expenses were EUR 737 million in 4Q 2015, down 2% year-on-year despite an adverse

exchange rate impact, reflecting lower litigation and performance-related expenses during 4Q 2015.

Income before income taxes for the full year was a record EUR 1.4 billion, up 25% year-on-year.

Deutsche Asset & Wealth Management (Deutsche AWM)



2015

14


Net revenues 1,416 1,240 176 5,408 4,704 705

Provision for credit losses 4 (0) 5 9 (7) 16

Noninterest expenses 1,137 878 259 4,149 3,691 459

Noncontrolling interest 0 4 (4) 0 4 (4)

Income (loss) before income taxes 274 358 (84) 1,250 1,016 234

RWA (in EUR bn) 24 17 7 24 17 7

Net revenues were EUR 1.4 billion in 4Q 2015, up 14% year-on-year, reflecting cumulative net money inflows

totalling EUR 70 billion across 2014 and 2015 and increased business activity in Active, Passive and

Alternative Products and the positive effect of exchange rate movements.


Noninterest expenses were EUR 1.1 billion in 4Q 2015, up 30% year-on-year, partly reflecting the non-

recurrence of a partial reversal of intangible write-downs related to Scudder which reduced costs by EUR 83

million in 4Q 2014 and the impact of exchange rates.

Invested Assets were EUR 1.1 trillion at the end of 4Q 2015, up 8% versus 4Q 2014. After seven consecutive

quarters of net new asset inflows, Deutsche AWM saw a net asset outflow of EUR 4 billion in 4Q 2015,

compared with net inflows of EUR 10 billion in 4Q 2014. However, cumulative net money inflows for the year

2015 were EUR 29 billion.

Non-Core Operations Unit (NCOU)


Net revenues (304) 152 (457) 401 172 229

Provision for credit losses 19 131 (113) 54 259 (206)

Noninterest expenses 840 731 109 3,079 2,813 265

Noncontrolling interest 0 (2) 0 1 (2) 3

Income (loss) before income taxes (1,163) (709) (455) (2,732) (2,899) 167

RWA (in EUR bn) 34 59 (24) 34 59 (24)

Revenues were EUR (304) million in 4Q 2015, down by EUR 457 million year-on-year, primarily reflecting

mark-to-market losses which were partly offset by net gains on the sales of assets.

For the full year, net revenues were EUR 401 million.

Noninterest expenses were EUR 840 million in 4Q 2015, up 15% year-on-year, including EUR 544 million of

litigation charges. Excluding litigation charges, noninterest expenses were down 53%, reflecting the non-

recurrence of a one-time impairment on a specific asset in 4Q 2014, and the impact of asset sales including

The Cosmopolitan of Las Vegas.

RWAs were EUR 34 billion at the end of 4Q 2015, down 41% versus EUR 59 billion at the end of 4Q 2014.

During 4Q 2015, NCOU reduced RWAs by approximately EUR 7 billion and CRD4 Leverage Exposures by

approximately EUR 18 billion.



2015

15

Consolidated IBIT estimate of Deutsche Bank Aktiengesellschaft and its subsidiaries (the “Company”)

as of and for the year ended December 31, 2015

The consolidated loss before income taxes (IBIT) estimate of Deutsche Bank Aktiengesellschaft as of and for

the year ended on December 31, 2015 amounts to EUR 6.1 billion.

Explanatory Notes

The consolidated IBIT estimate is based on the following factors and assumptions:

Based on Management’s knowledge as of today the consolidated IBIT estimate of the Company has been

properly compiled in accordance with IDW AcS HFA 2.003 (Compilation of profit estimates according to

the special requirements of the Prospectus Regulation and profit estimates on the basis of preliminary

results) on the basis of the established financial reporting process of the Company using the accounting

policies of the Company as outlined in the Notes “Significant Accounting Policies and Critical Accounting

Estimates” and “Recently Adopted and New Accounting Pronouncements” in the Consolidated Financial

Statements 2014 as well as in the Note “Impact of Changes in Accounting Principles” in the Interim

Consolidated Financial Statements as of September 30, 2015.

As the consolidated IBIT estimate is prepared on the basis of assumptions about past events and actions,

it naturally entails substantial uncertainties. Because of these uncertainties and due to the fact that future

events up to the date of the approval of the consolidated financial statements as of and for the year ended

December 31, 2015 by the Supervisory Board may impact the basis for the IBIT estimate it is possible that

the actual consolidated IBIT of the Company for the period from January 1, 2015 to December 31, 2015

may differ materially from the estimated consolidated IBIT.

As the consolidated IBIT estimate is prepared on the basis of unaudited financial information the results of

the audit prepared by an independent auditor may impact the basis for the IBIT estimate. Furthermore, the

consolidated financial information of the Company is subject to the approval of the Supervisory Board

which has not been carried out yet. Therefore, it is possible that the actual consolidated IBIT of the

Company for the period from January 1, 2015 to December 31, 2015 may differ materially from the

estimated consolidated IBIT.

Auditor’s Report on the consolidated IBIT Estimate of Deutsche Bank Aktiengesellschaft, Frankfurt am

Main and its subsidiaries (“Company”) for the Fiscal Year 2015

To Deutsche Bank Aktiengesellschaft, Frankfurt am Main

We have examined whether the consolidated income/loss before income taxes (“IBIT”) estimate prepared by

Deutsche Bank Aktiengesellschaft and its subsidiaries (“Company”), for the period from January 1, 2015 to

December 31, 2015 has been properly compiled on the basis stated in the explanatory notes to the

consolidated IBIT estimate and whether this basis is consistent with the accounting policies of the Company.

The consolidated IBIT estimate comprises the consolidated IBIT estimate for the period from January 1, 2015

to December 31, 2015 and explanatory notes to the consolidated IBIT estimate.

The preparation of the consolidated IBIT estimate including the factors and assumptions presented in the

explanatory notes to the consolidated IBIT estimate is the responsibility of the Company’s management.

Our responsibility is to express an opinion based on our examination on whether the consolidated IBIT estimate

has been properly compiled on the basis stated in the explanatory notes to the consolidated IBIT estimate and

whether this basis is consistent with the accounting policies of the Company. Our engagement does not include

an examination of the assumptions identified by the Company and underlying the consolidated IBIT estimate.



2015

16

We conducted our examination in accordance with IDW Prüfungshinweis: Prüfung von Gewinnprognosen und -

schätzungen i.S.v. IDW RH HFA 2.003 (IDW PH 9.960.3) [IDW Auditing Practice Statement: The Audit of IBIT

Forecasts and Estimates in accordance with IDW AcS HFA 2.003 (IDW AuS 9.960.3)] issued by the Institut der

Wirtschaftsprüfer in Deutschland e.V. [Institute of Public Auditors in Germany] (IDW). Those standards require

that we plan and perform the examination such that material errors in the compilation of the consolidated IBIT

estimate on the basis stated in the explanatory notes to the consolidated IBIT estimate and in the compilation

of this basis in accordance with the accounting policies of the Company are detected with reasonable

assurance.

As the consolidated IBIT estimate is prepared on the basis of assumptions about past events and actions, it

naturally entails substantial uncertainties. Because of these uncertainties it is possible that the actual

consolidated IBIT of the Company for the period from January 1, 2015 to December 31, 2015 may differ

materially from the estimated consolidated IBIT.

We believe that our examination provides a reasonable basis for our opinion.

In our opinion, based on the findings of our examination, the consolidated IBIT estimate has been properly

compiled on the basis stated in the explanatory notes to the consolidated IBIT estimate. This basis is consistent

with the accounting policies of the Company.

Frankfurt/Main, February 1, 2016

KPMG AG

Wirtschaftsprüfungsgesellschaft

Pukropski

Wirtschaftsprüfer

[German Public Auditor]

Beier

Wirtschaftsprüfer

[German Public Auditor]

”

XV.

In Chapter “III. General Information on the Programme”, Section “H. General Information”, the following text

shall be inserted at the end of “11. Trend Information – Recent Developments” (page 263 – 269):

“On 28 December 2015, Deutsche Bank announced that it has agreed to sell its entire 19.99% stake in Hua Xia

Bank to PICC Property and Casualty Company Limited for a consideration of RMB 23.0 to 25.7bn subject to

final price adjustment at closing (approximately EUR 3.2 to 3.7 billion, based on current exchange rates). The

completion of the transaction is subject to customary closing conditions and regulatory approvals including that

of the China Banking Regulatory Commission. The sale will have a positive financial impact and, on a pro-

forma basis, would have improved Deutsche Bank’s Common Equity Tier 1 capital ratio (CRR/CRD 4 fully

loaded) as of 30 September 2015 by approximately 30-40 basis points.”