Deutsche Bank : Exchange offer / Tender offer

Deutsche Bank Aktiengesellschaft Announces Indicative Results of its Tender Offer

for Certain of its Euro and Pounds Sterling-denominated Notes

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, OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014

7 September 2022. Deutsche Bank Aktiengesellschaft (the Offeror) today announces the indicative results of its invitations to holders of its Notes described below (each a Series and together the Notes) to tender their Notes for purchase by the Offeror for cash (each such invitation an Offer and together the Offers). The Offers were made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 30 August 2022 (the Tender Offer Memorandum) prepared by the Offeror. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Details of the Notes and Indicative Non-Binding Results

	ISIN / Common Code	Indicative Series	Indicative Purchase	Indicative Scaling
The Notes	/ WKN	Acceptance Amount	Spread	Factor
January 2027	DE000DL19U23 /	€0	Not Applicable	Not Applicable
Notes	210295054 / DL19U2
February 2027	DE000DL19VT2 /	€302,600,000	+250 bps	Not Applicable
Notes	230113459 / DL19VT
February 2028	DE000DL19WL7 /	€137,200,000	+255 bps	Not Applicable
Notes	244800335 / DL19WL
February 2032	DE000DL19VU0 /	€504,900,000	+270 bps	Not Applicable
Notes	230113505 / DL19VU
December 2028	XS2303762475 /	£165,200,000	+325 bps	Not Applicable
Notes	230376247 / A3H3HA

The Offers expired at 5.00 p.m. (CET) on 6 September 2022 (the Expiration Deadline).

In the event that the Offeror decides to accept valid tenders of Notes pursuant to the Offers, the Offeror expects:

1. to set the Final Acceptance Amount for the Offers at €1,137,009,320 and each Series Acceptance Amount at approximately the level shown in the table above;
2. to accept for purchase all February 2027 Notes, February 2028 Notes, February 2032 Notes and December 2028 Notes validly tendered pursuant to Non-Competitive Tender Instructions, in full, with no pro rata scaling; the applicable Purchase Spread for each such Series would therefore be the applicable Maximum Purchase Spread as set out in the table above, and the Offeror does not expect to accept for purchase any February 2027 Notes, February 2028 Notes, February 2032 Notes or December 2028 Notes tendered pursuant to Competitive Tender Instructions; and
3. not to accept for purchase any January 2027 Notes tendered for purchase pursuant to the relevant Offer (whether pursuant to Non-Competitive Tender Instructions or Competitive Tender Instructions).

The Offeror will not accept for purchase any February 2027 Notes, February 2028 Notes, February 2032 Notes or December 2028 Notes tendered at spreads lower than the Purchase Spread for the relevant Series.

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The table above sets out indicative details of the Series Acceptance Amount and Purchase Spread the Offeror expects to apply to each Series. Noteholders should note that the figures given above are a non-binding indication of the levels at which the Offeror expects to set the respective amounts in the event that it decides to accept any valid tenders of Notes pursuant to the Offers.

General

Final pricing for each of the Offers will take place at or around 2.00 p.m. (CET) today. As soon as reasonably practicable after the Pricing Time, the Offeror will announce whether it will accept valid tenders of Notes pursuant to any or all of the Offers and, if so accepted, the Final Acceptance Amount, each Series Acceptance Amount, the Applicable Exchange Rate, each Purchase Spread, each Benchmark Rate, each Purchase Yield and each Purchase Price, and final details of any Scaling Factor that will be applied to valid tenders of Notes of each relevant Series.

The expected Settlement Date for the Offers is 9 September 2022.

Deutsche Bank Aktiengesellschaft is acting as Dealer Manager (Telephone: [phone]; Attention:

Liability Management Group) and Kroll Issuer Services Limited is acting as Tender Agent (Telephone: +44

20 7704 0880; Attention: Arlind Bytyqi / Jacek Kusion; Email: [e-mail]; Tender Offer

Website: https://deals.is.kroll.com/deutschebank).

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by the Offeror, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

This announcement is released by Deutsche Bank Aktiengesellschaft and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Christian Streckert, Director at Deutsche Bank Aktiengesellschaft.

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