Deutsche Bank : Amendment to the terms and conditions - XS0459890116

NOTICE TO SECURITYHOLDERS

by

DEUTSCHE BANK AG (the "Issuer")

In relation to the issue of up to 25,000 Deutsche Bank AG (DE) Interest Linked Bond USD 2028 (corresponds to product no. 71 in the Securities Note for Notes) at USD 2,000 each with an aggregate nominal amount of up to USD 50,000,000, due July 2028

(the "Securities")

under its Programme for the issuance of Certificates, Warrants and

Notes

WKN/ISIN: DB2D3D / XS0459890116

Reference is made to the Final Terms No 19 dated 12 May 2022, as amended from time to time, in respect of the Securities (the "Final Terms") under the x-markets Programme for the Issuance of Certificates, Warrants and Notes and the Base Prospectus comprising the Securities Note dated 27 October 2021, together with any further supplements, and the Registration Document dated 3 May 2021 as supplemented (the "Base Prospectus" and together with the Final Terms, the "Security Conditions", as amended). Capitalised terms used but not defined herein will bear the same meaning as in the Final Terms. This notice forms part and should be read in conjunction with the Security Conditions. In the event of any inconsistency between the Security Conditions and this notice, the terms of this notice shall apply.

This notice is given by the Issuer to all holders of the Securities (the "Securityholder(s)") pursuant to General Condition §16 (Notices) and §18(b) (Modifications) of the Securities, as set out in the Base Prospectus.

The Issuer hereby notifies the Securityholder(s) of the correction of an erroneously used defined term "USD-SOFR ICE Swap Rate Fixing Day", whereby:

1. The definition of "USD-SOFR ICE Swap Rate Fixing Day", in section entitled Terms and Conditions and Section C - Key information on the securities, shall be deleted in its entirety;
2. Accordingly:
3. 1. The definition of "Swap Rate Spread", in section entitled Terms and Conditions and Section C - Key information on the securities, shall be corrected and read as follows:

"Swap Rate Spread In respect of each Coupon Period commencing on or after 29 July 2025 a percentage determined by the Calculation

Agent on the respective Coupon Determination Dateas

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the difference between (a) the USD-SOFR ICE Swap Rate with a Designated Maturity equal to 30 years, minus (b) the USD-SOFR ICE Swap Rate with Designated Maturity equal to 2 years"

1. The definition of "USD-SOFR ICE Swap Rate", in section entitled Terms and Conditions and Section C - Key information on the securities, shall be corrected and read as follows:

"USD-SOFR	ICE In respect of a Designated Maturity and a Coupon
Swap Rate	Determination Date, the annual swap rate for USD swap
	transactions referencing the Secured Overnight Financing
	Rate ("SOFR") as provided by the administrator of the
	USD SOFR ICE Swap Rate as of 11:00 a.m., New York
	City, expressed as a percentage, (or any amended
	publication time specified by the administrator of the USD
	SOFR ICE Swap Rate in the benchmark methodology) on
	the relevant USD SOFR ICE Swap Rate Fixing Day (as
	defined in the ISDA Definitions), which appears on
	Bloomberg Screen "USISSO30 Index" for the Designated
	Maturityequal to 30 years and Bloomberg Screen
	"USISSO02 Index" for the Designated Maturityequal to 2
	years, on such Coupon Determination Date. If such rate
	does not appear on such page (or any Successor Source
	as aforesaid) at such time on such day, the USD-SOFR
	ICE Swap Rate for such Coupon Determination Date will
	be the rate determined by the Calculation Agent by
	reference to such source(s) and at such time as it deems
	appropriate.
	Where "ISDA Definitions" means the 2006 ISDA
	Definitions as amended and updated as at the Issue Date
	of the first Tranche of the Securities, as published by
	International Swaps and Derivatives Association, Inc."

3. The Final Terms shall be amended and restated, to reflect (insertions shown as underline and deletions in strikethrough) the above corrections accordingly, in the form provided in the Appendix to this notice (the "Amended and Restated Final Terms"). These Amended and Restated Final Terms replace in their entirety the Final Terms No 19.

Any other information not amended by this notice should be regarded as unchanged.

If you are not the ultimate beneficial holder in respect of the Securities, or if you have recently disposed of the Securities, please forward this notice to the ultimate beneficial holder or purchaser respectively, as soon as possible.

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The provisions of this notice shall be severable in the event that any of them are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

This notice will be governed by the governing law of the Securities.

Deutsche Bank AG

27 July 2022

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APPENDIX

AMENDED AND RESTATED FINAL TERMS

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Amended & Restated Final terms no. 42 dated 27 July 2022 replacing Final Terms no.19 dated 12

May 2022

DEUTSCHE BANK AG

Issue of up to 25,000 Deutsche Bank AG (DE) Interest Linked Bond USD 2028 (corresponds to product no. 71 in the Securities Note for Notes) at USD 2,000 each with an aggregate nominal amount of up to USD 50,000,000, due July 2028

(the "Securities")

under its Programme for the Issuance of Certificates, Warrants and Notes

Issue Price: 102.00 per cent. of the Nominal Amount per Security

WKN/ISIN: DB2D3D / XS0459890116

The Prospectus (including any supplements), under which the Securities described in these Final Terms are being issued, will cease to be valid when the Securities Note dated 27 October 2021 ceases to be valid (12 months after approval), and is therefore valid until 1 November 2022. From that date, these Final Terms must be read together with the respective current version of the Securities Note and the respective current version of the Registration Document, as published on the website www.xmarkets.db.com.

This document constitutes the Final Terms of the Securities described herein and comprises the following parts:

Economic terms of the Securities

Terms and Conditions (Specific Terms of the Securities)

Further information about the offering of the Securities

Issue-specific summary

These Final Terms have been prepared for the purposes of Article 8(5) of the Prospectus Regulation and must be read in conjunction with the Base Prospectus, comprising the Securities Note dated 27 October 2021 and any further supplements (the "Securities Note") and the Registration Document dated 3 May 2021 as supplemented (the "Registration Document"), in order to obtain all relevant information. Full information on the Issuer and the Securities is only available on the basis of the combination of these Final Terms, the Securities Note and the Registration Document.

The Securities Note dated 27 October 2021, the Registration Document dated 3 May 2021, any supplements to the Base Prospectus or the Registration Document, and the Final Terms are published, in accordance with Article 21(2)(a) of the Prospectus Regulation, in electronic form on the Issuer's website (www.xmarkets.db.com).

In case of admission to trading of the Securities on the Luxembourg Stock Exchange, the Securities Note dated 2 December 2021, the Registration Document dated 3 May 2021, and any supplements, and the Final Terms are published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

In addition, the Securities Note dated 27 October 2021 and the Registration Document dated 3 May 2021 and any supplements to the Base Prospectus or the Registration Document shall be

WKN/ISIN: DB2D3D / XS0459890116