Deutsche Bank : Consent Solicitation

ANNOUNCEMENT OF VOTE WITHOUT MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Deutsche Bank AG

Frankfurt am Main, Germany

(the "Issuer")

announces a vote without meeting (Abstimmung ohne Versammlung)

relating to its

GBP 650,000,000 Undated Non-cumulative Fixed to Reset Rate Additional Tier 1 Notes of

2014

(ISIN XS1071551391, Common Code 107155139 and German Securities Code (WKN) DB7XHR)

(the "Notes")

Frankfurt am Main, 22 October 2021

The Issuer announces a vote without meeting (Abstimmung ohne Versammlung) relating to the outstanding Notes (the "Voting") to adopt amendments of the terms and conditions of the Notes (the "Terms and Conditions"), namely, to replace references to the LIBOR in the interest provisions (the "Amendment").

This announcement highlights important information addressed in further detail in the Invitation to Vote without Meeting (Consent Solicitation Memorandum) dated 22 October 2021 (the "Invitation to Vote") which will be published in the Federal Gazette (Bundesanzeiger) on or about 27 October 2021. Holders of the Notes (each a "Holder") are advised to carefully read the Invitation to Vote in its entirety. The Invitation to Vote will also be available on the Issuer's website at https://investor- relations.db.com/creditors/prospectuses/at1-regs#tab-container-1-may-2014-2.

Unless stated otherwise, capitalised terms used, but not defined, herein will have the same meanings as assigned to them in the Invitation to Vote.

Rationale and Background

On 5 March 2021, the Financial Conduct Authority (the "FCA") announced the future cessation or loss of representativeness of the 35 LIBOR benchmark settings currently published by ICE Benchmark Administration Limited (the "IBA"), the administrator of LIBOR, after taking into account the results of the consultation conducted by the IBA that closed on 25 January 2021. The FCA will

now consult on requiring the IBA to continue to publish the 1-month,3-month and 6-month GBP LIBOR settings for a further period following 31 December 2021 on a changed methodology (also known as a 'synthetic') basis. However, following the FCA Announcement, it is now certain that all GBP LIBOR settings will no longer be representative of the underlying market following 31 December 2021.

Proposed Amendment

By way of the Amendment it is proposed to amend the way the Rate of Interest of the Notes is calculated following the First Call Date.

In the event that the Amendment is implemented in respect of the Notes, the Rate of Interest for each relevant Interest Period in respect of the Notes following the First Call Date shall be the aggregate of:

1. the initial credit spread of 4.257 per cent. per annum (which remains unchanged from the credit spread that would be applied under the current Terms of Conditions);
2. the Adjustment Rate of 0.2766 %; and
3. the relevant Reference Rate.

"Reference Rate" means the applicable annual mid-swap rate for swap transactions in pounds sterling (with a maturity equal to 5 years where the floating leg pays daily compounded SONIA annually), as calculated and published by ICE Benchmark Administration Limited (or any successor organization) and displayed at 11.15 a.m. (London time) on the relevant Determination Date on the relevant Screen Page.

If such rate is not displayed on the Screen Page at such time on the relevant Determination Date the determination of the Reference Rate shall be made on the basis of the fall-back provisions provided for in the Terms and Conditions.

Further information are set out in the Invitation to Vote.

Information on the Voting

As further described in the Invitation to Vote, the Issuer invites the Holders to vote without meeting (Abstimmung ohne Versammlung) on, and solicits their consent in respect of, the proposed Amendment during the voting period (the "Voting Period") from 00:00 a.m. (Frankfurt time) on 11 November 2021 until 24:00 (Frankfurt time) (end of the day) on 15 November 2021.

The Voting in respect of the Notes will be conducted by the notary public Karin Arnold, Schlüterstraße 45, 10707 Berlin, Germany, who has been appointed by the Issuer for that purpose (the "Scrutineer").

If the proposed Amendment becomes effective, it will be binding on all Holders and their successors and transferees, whether or not such Holder consented to such proposed Amendment or participated in the Voting.

In order to participate in the Voting, Holders will need to follow certain procedures, as further described in the Invitation to Vote:

1. Holders wishing to cast their vote via Lucid Issuer Services Limited as Tabulation Agent need to register on the Voting Platform (https://deals.lucid-is.com/db) and submit a Consent Instruction through the Clearing Systems, which includes the Unique Identifier Reference as obtained on the Voting Platform by no later than the Registration and Instruction Deadline (i.e. by 10 November 2021, 23:59 (Frankfurt time)).

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1. Holders wishing to cast their votes directly to the Scrutineer need to send their Voting Form in the German or English language to the Scrutineer and must submit a Special Proof and Blocking Confirmation in Text Form to the Scrutineer by the end of the Voting Period (i.e. until 15 November 2021, 24:00 (Frankfurt time) (end of the day). In this case a prior registration is not required.

For reasons of efficiency, Holders are requested to vote via the Tabulation Agent.

Further details on the procedures for voting and the prerequisites which must be met by Holders for participating in the Voting and exercising voting rights are set out in the Invitation to Vote.

Expected Timetable

Holders should take note of the following key dates in connection with the Voting. The following summary of key dates is qualified in its entirety by the more detailed information appearing in the Invitation to Vote. The dates below are subject to modification in accordance with the terms of the Voting:

Events	Times and Dates
	(All times are Frankfurt time)

Launch Date

Commencement of consent solicitation; Consent Solicitation Memorandum published in the Federal Gazette (Bundesanzeiger).

Registration and Instruction Deadline

The time prior to which Holders must register on the Voting Platform (https://deals.lucid- is.com/db) and submit a Consent Instruction in order to be eligible to participate in the Voting through the Tabulation Agent. Holders that wish to cast their vote to the Scrutineer directly do not need to register.

Start of Voting Period

Beginning of the Voting Period during which Votes are presented by the Tabulation Agent to the Scrutineer, and during which Votes may be submitted to the Scrutineer by Holders directly. Votes which are received by the Scrutineer prior to the Voting Period will be disregarded and will have no effect.

End of Voting Period

End of the Voting Period during which Votes are presented by the Tabulation Agent to the Scrutineer, and during which Votes may be submitted to the Scrutineer by Holders directly or via proxies. Votes which are received by the Scrutineer after the Voting Period will be

Expected on 27 October 2021

10 November 2021, 23:59 (Frankfurt time)

11 November 2021, 00:00 a.m. (Frankfurt time)

15 November 2021, 24:00 (Frankfurt time) (end of the day)

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disregarded and will have no effect. Holders who wish to cast their vote to the Scrutineer directly must also submit the Special Proof and Blocking Confirmation to the Scrutineer by the end of the Voting Period.

Announcement of the results of the Consent Solicitation

Expected date of publication of the results via press release. Expected date of publication of the results of the Consent Solicitation in the Federal Gazette (Bundesanzeiger).

End of statutory contestation period

The time prior to which each Holder has the statutory right under the SchVG to contest any resolution adopted by the Holders.

Resolution Effective Date

As soon as possible on 16 November 2021 via press release and expected on 18 November 2021 in the Federal Gazette (Bundesanzeiger)

One month after publication of the results of the

Voting in the Federal Gazette (Bundesanzeiger). The contestation period is expected to expire on or about 18 December 2021, 24:00 (Frankfurt time) (end of the day).

The date on which the Amendment becomes effective pursuant to Section 21 SchVG.

Announcement of the effectiveness of the Amendment

The date on which the effectiveness of the Amendment is announced by the Issuer.

The Issuer will procure the implementation of the resolution approving the Amendment as soon as practical after the end of the statutory contestation period (provided that no contestation proceeding is outstanding with respect to the Consent Solicitation or the Amendment) or, if a contestation claim has been filed, after the settlement or clearance (if applicable) of such contestation claim.

As soon as practical after the Resolution Effective Date.

Availability of further Information

Deutsche Bank Aktiengesellschaft will also act as Solicitation Agent in connection with the Voting. Questions regarding the Voting may be directed to:

Deutsche Bank Aktiengesellschaft

Mainzer Landstraße 11-17 60329 Frankfurt am Main Germany

Telephone: [phone]

Attention: Liability Management Team

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The Issuer has retained Lucid Issuer Services Limited to act as Tabulation Agent in connection with the Voting. The Tabulation Agent will answer questions from Holders in respect of the Registration and Voting Forms and Consent Instructions. Questions may be directed to the Tabulation Agent at its contact details set forth below.

Lucid Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: [phone]

Attention: Paul Kamminga

Email: [e-mail]

Website: https://deals.lucid-is.com/db

Questions regarding the voting procedures directly via the Scrutineer may be directed to the Scrutineer:

Notarin Karin Arnold

Schlüterstraße 45

10707 Berlin

Germany

Fax: [phone]

Email: [e-mail]

DISCLAIMER

This announcement must be read in conjunction with the Invitation to Vote. This announcement and the Invitation to Vote contain important information which should be read carefully before any decision is made with respect to the proposed Amendment. The Invitation to Vote should be consulted for additional information regarding the voting procedures. To receive copies of the Invitation to Vote or for questions relating to the Voting, please use the contact information set out above. If any Holder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the proposed Amendment, it should seek its own financial and legal advice, including as to any tax consequences, from its professional advisers. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Voting. Neither the Issuer, the Solicitation Agent, the Tabulation Agent nor the Scrutineer (or their respective directors, officers, employees, affiliates or agents) makes any recommendation as to whether Holders should vote on or consent to the proposed Amendment. The distribution of this announcement and the Invitation to Vote in certain jurisdictions is restricted by law. Persons into whose possession this announcement or the Invitation to Vote come are required by the Issuer, the Solicitation Agent, the Tabulation Agent and the Scrutineer to inform themselves about, and to observe, any such restrictions.

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