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 JURISDICTION WHERE IT IS UNLAWFUL

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Deutsche Bank AG

Frankfurt am Main, Germany

(the "Issuer")

announces a vote without meeting (Abstimmung ohne Versammlung)

relating to its

USD 1,250,000,000 Undated Non-cumulative Fixed to Reset Rate

Additional Tier 1 Notes of 2014

(ISIN XS1071551474, Common Code 107155147 and German Securities Code (WKN) DB7XHW)

(the "Notes")

Frankfurt am Main, 11 October 2023

The Issuer announces a vote without meeting (Abstimmung ohne Versammlung) relating to the outstanding Notes to adopt certain amendments of the terms and conditions of the Notes (the "Terms and Conditions").

The vote without a meeting (the "Voting") aims to replace references to the USD LIBOR in the interest provisions of the Notes (the "Amendment").

This announcement highlights important information addressed in further detail in the Invitation to Vote without Meeting for the Notes (Consent Solicitation Memorandum), dated 11 October 2023 (the "Invitation to Vote") which will be published in the Federal Gazette (Bundesanzeiger) on or about 17 October 2023. 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/creditor-information/news-corner.

Subject to the terms and conditions set out in the Invitation to Vote, Deutsche Bank Aktiengesellschaft offers the Participating Holders (as defined below) a resolution fee of USD 1,000 per USD 200,000 principal amount of Notes if the proposed amendment to the Terms and Conditions is implemented.

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

Cessation of LIBOR

In July 2017, the UK Financial Conduct Authority (the "FCA"), which regulates the London interbank offered rate ("LIBOR"), announced that it will no longer compel banks to submit rates for the calculation of the LIBOR benchmark after year-end 2021. In March 2021, the FCA confirmed that, consistent with its prior announcements, all CHF, EUR, GBP and JPY LIBOR settings and the one- week and two-month USD LIBOR settings will permanently cease to be provided by any administrator or will no longer be representative immediately after 31 December 2021. In addition, it confirmed that the remaining USD LIBOR settings will permanently cease to be provided by any administrator or will no longer be representative immediately after 30 June 2023.

On 5 March 2021, ICE Benchmark Administration ("IBA"), the administrator of the LIBOR, stated that as a result of its not having access to input data necessary to calculate LIBOR settings on a representative basis beyond the intended cessation dates, it would have to cease publication of all

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• 31 December 2021: All sterling, euro, Swiss franc, and Japanese yen LIBOR settings; 1- week and 2-month USD LIBOR;
• 30 June 2023: Overnight and 1-,3-, 6- and 12-month USD LIBOR

Impact on Swap-Rates

Since the above-mentioned cessation dates, corresponding LIBOR swaps are no longer be eligible for clearing at major clearinghouses. Consequently, since 30 June 2023, no sufficient cleared USD LIBOR swap data is available, which could be used to compute and publish the USD LIBOR ICE Swap Rates ("USD LIBOR ISR") (formerly known as ISDAFIX rates), which previously represented the mid-market fixed rates for fixed/float interest rate swaps for a set of tenors at a specified time of the day.

LIBOR Alternatives and Transition

The Alternative Reference Rates Committee ("ARRC"), a group of private-market participants convened by the United States Federal Reserve Board and the Federal Reserve Bank of New York to help ensure a successful transition from USD LIBOR to a more robust reference rate has made its final recommendation that the replacement rates for the USD LIBOR should be based on the Secured Overnight Financing Rate ("SOFR").

On 8 November 2021, IBA launched the USD SOFR ICE Swap Rate.

The ARRC has further published a suggested fallback formula to compensate the difference between the USD LIBOR and SOFR.

Since 30 June 2023, ICE Benchmark Administration is publishing the SOFR spread-adjusted swap rates ("SOFR Spread-AdjustedISR") which are determined in accordance with the ARRC formula to calculate the fallback for USD LIBOR ISR.

Proposed Amendment

By way of the Amendment it is proposed to amend the way the rate of interest of the Notes is calculated. References to the USD LIBOR ICE Swap Rate shall be replaced with references to the SOFR Spread-Adjusted ISR.

In the event that the proposed Amendment is implemented, the rate of interest for each future Reset Period in respect of the Notes would be the aggregate of:

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1. the applicable reference rate, i.e. the 5-year USD SOFR Spread-Adjusted ICE Swap Rate, on the relevant interest determination date; and
2. the initial credit spread of 4.358 per cent. per annum (which remains unchanged).

This amended interest provision would be applied from 30 April 2025, being the reset date following the effective date of the proposed resolution of the Holders.

Finally, the Issuer is proposing to include additional provisions in the Terms and Conditions to provide for a "fallback" mechanism and a reference rate replacement mechanism in case the new reference rate (i.e. the SOFR Spread-Adjusted ISR) should become temporarily or permanently unavailable for purposes of calculating the applicable rate of interest of the Notes for any Reset Period.

An amendment of the Terms and Conditions of the Notes in the above-mentioned form was already proposed by Deutsche Bank Aktiengesellschaft in a vote without a meeting in December 2022 as well as in a "second meeting" pursuant to § 18 (4) sentence 2 SchVG held in January 2023. The Terms and Conditions of the Notes were not adjusted at that time, as the required participation quorum of the Holders was not achieved in each case.

Further information is 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 for the Notes during the voting period (the "Voting Period") from 00:00 a.m. (Frankfurt time) on 1 November 2023 until 24:00 (Frankfurt time) (end of the day) on 3 November 2023.

The Voting 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 the 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 Kroll Issuer Services Limited as Tabulation Agent need to register on the Voting Platform (https://deals.is.kroll.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 31 October 2023, 23:59 (Frankfurt time)).
2. 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 3 November 2023, 24:00 (Frankfurt time) (end of the day)). In this case a prior registration is not required.

For reasons of efficiency and to avoid delays in payment of the Resolution Fee, 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.

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Resolution Fee

In the event that the Conditions for Implementation are fulfilled and the Amendment is effective, the Issuer will make a one-time cash payment equal to USD 1,000 per USD 200,000 principal amount on the Resolution Fee Payment Date to such Holders who have validly delivered a vote (yes, no or abstention) during the Voting Period (the "Participating Holders") in relation to the proposed Amendment (or a potential Issuer supported Countermotion).

No Resolution Fee will be paid if (i) the consent solicitation is terminated, withdrawn or otherwise not consummated, (ii) the Conditions for Implementation are not fulfilled or (iii) the Amendment is not effective.

The Resolution Fee will only be paid to Participating Holders who meet the conditions set out in the Consent Solicitation Memorandum. No Resolution Fee will be paid to Sanctions Restricted Persons. The Issuer reserves the right to refrain from paying the Resolution Fee in such cases where, in the opinion of the Issuer or its legal advisers, a payment would be unlawful.

For each Participating Holder who votes through the Tabulation Agent, the Issuer will cause payment of the Resolution Fee to the Clearing System for delivery to Participating Holders. Payment to the Clearing System or to its order shall to the extent of amounts so paid constitute the discharge of the Issuer from its obligation to pay the Resolution Fee. Participating Holders who vote through the Tabulation Agent shall have no right to claim payment of the Resolution Fee in any other way of payment.

Each Participating Holder not voting through the Tabulation Agent must provide the Issuer with payment instructions on a form of instruction that is available from the Issuer in order to receive the Resolution Fee. The payment of the Resolution Fee to Participating Holder not voting through the Tabulation Agent will depend on the completion of a KYC procedure by the Issuer in relation to the specific Holder. In order to avoid delays in the receipt of the Resolution Fee, it is recommended to all Holders to vote via the Tabulation Agent.

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; The	Expected on 17 October 2023
Consent Solicitation Memorandum published in
the Federal Gazette (Bundesanzeiger).

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Registration and Instruction Deadline

The time prior to which Holders must register

on the Voting Platform (https://deals.is.kroll.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 the 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 the 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 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 result of the Consent Solicitation

Expected date of publication of the result of the Voting via press release. Expected date of publication of the result 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.

31 October 2023, 23:59 (Frankfurt time)

1 November 2023, 00:00 a.m. (Frankfurt time)

3 November 2023, 24:00 (Frankfurt time) (end of the day)

As soon as possible on 6 November 2023 via

press	release	and	expected	on
8 November 2023	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 8 December 2023, 24:00 (Frankfurt time) (end of the day).

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