NOTICE DATED 18 JUNE 2021 RELATING TO

THE LISTING PROSPECTUS DATED 18

DECEMBER 2020

Deutsche Bank AG, London Branch (the "Issuer" and "Calculation Agent")

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

in relation to the issue of:

WKN/ISIN

Name of Product

DL8Y32 /

EUR 700,000,000 Series 2020 R3 Five-Year Fixed Rate Notes with Quarterly

DE000DL8Y329

Coupons due January 2026

(the "Securities")

Notice

Reference is made to the listing prospectus dated 18 December 2020 in respect of the Securities (the "Listing Prospectus").

We hereby notify you that the Listing Prospectus which was submitted to the Luxembourg Stock Exchange for the Securities to be listed and admitted to trading on the Luxembourg Stock Exchange's Euro MTF has been amended by way of Amended and Restated Final Terms. Such amendment has been reflected in the Amended and Restated Listing Prospectus which is attached as the Schedule hereto. Such amendment have been made with effect from 18 June 2021 (the "Amendments"):

1. The paragraph titled "Secured Conditions", in the section titled "General Definitions Applicable to the Securities" of the Final Terms, shall be amended by the deletion of the words:

"The Eligibility Criteria are set out in in Annexes I and II to the CSA Terms and Conditions, which are set out in Annex 3 to these Product Terms",

and the substitution of the following therefor: "Eligibility Criteria:

  1. Subject as provided in (ii) below, the Eligibility Criteria are composed of the two Eligibility Sets (as defined in the CSA Terms and Conditions) set out in in each of the two sets of Annexes I and II to the CSA Terms and Conditions, which are also each set out in Annex 3 to these Product Terms (such Eligibility Sets being each of "Eligibility Set 1" and "Eligibility Set 2").
    For the purposes of the Collateral Service Agreements and the definition of "Eligible Securities" set out in the CSA Terms and Conditions, the applicable Eligibility Set in respect of Collateral Assets that are Pool 1 Collateral Assets shall be Eligibility Set 1 and, in respect of Collateral Assets that are Pool 2 Collateral Assets, shall be Eligibility Set 2.
    On any day, the Collateral Pool may be comprised of Pool 1 Collateral Assets or Pool 2 Collateral Assets or any combination of such Collateral Assets, as determined by the Issuer and notified to the Collateral Monitoring Agent.

Pool 1 Collateral Assets: Cash and securities designated and recorded as such on an internal ledger maintained by the Issuer and as updated from time to time and as notified to the Collateral Monitoring Agent.

Pool 2 Collateral Assets: Cash and securities designated and recorded as such on an internal ledger maintained by the Issuer and as updated from time to time and as notified to the Collateral Monitoring Agent.

  1. The Issuer (acting through its Frankfurt head office or its London branch) may from time to time take such steps as necessary (which may include requiring the Security Trustee or Pledgee's Representative to send matching instructions to process any such variation to Annexes I and II to the CSA Terms and Conditions) to amend the Eligibility Criteria to include in Eligibility Set 2 eligible ISINs of fixed income instruments (that otherwise satisfy the Eligibility Set 2 criteria other than the rating criteria specified in Eligibility Set 2) where such ISINs are rated, at the time of such inclusion, at least BBB- or equivalent (as determined by the Issuer in good faith and a commercially reasonable manner) by DBRS or Scope (or, if rated by both DBRS and Scope, at least BBB- or equivalent (as determined by the Issuer in good faith and a commercially reasonable manner) by both DBRS and Scope) and the consent of Securityholders shall not be required to effect such amendment (such securities, "Additional Eligible Collateral Securities").
    If at any time any Additional Eligible Collateral Securities (a) cease to be rated at least BBB- or equivalent (as determined by the Issuer in good faith and a commercially reasonable manner) by DBRS or Scope (or, if rated by both DBRS and Scope, at least BBB- or equivalent (as determined by the Issuer in good faith and a commercially reasonable manner) by both DBRS and Scope) and/or (b) otherwise ceases to satisfy the Eligibility Set 2 criteria, other than the rating criteria specified in Eligibility Set 2, the Issuer (acting through its Frankfurt head office or its London branch) shall promptly take such steps as are necessary (which may include requiring the Security Trustee or
    Pledgee's Representative to send matching instructions to process any such variation to Annexes I and II to the CSA Terms and Conditions) to amend Eligibility Set 2 to remove such Additional Eligible Collateral Securities from the Eligibility Criteria and the consent of Securityholders shall not be required to effect such amendment.
    Where:
    "DBRS" means DBRS Ratings Limited or any of their affiliates. "Scope" means Scope Ratings GmbH or any of their affiliates."

2. Annex 1 (Replacement Risk Factors in relation to Collateralised Securities) to the Final Terms shall be amended by the insertion of the following risk factors immediately prior to the heading "Potential conflicts of interest between Securityholders of Collateralised Securities, the Issuer and the Collateralised Securities Valuation Agent":

"Securityholders are exposed to certain operational risks in respect of the monitoring of the Eligibility Criteria in respect of any Additional Eligible Collateral Securities by the Issuer

The process to monitor the Eligibility Criteria in respect of any Additional Eligible Collateral Securities is a manual one that will be performed by the Issuer and therefore Securityholders are exposed to the operational risk that the Issuer will fail to perform such duties and

obligations or will fail to do so in a timely manner. Furthermore, upon an insolvency of the Issuer, the Issuer may not be in a position to monitor and substitute such securities that fail to meet the Eligibility Criteria. In either case, this means that a Securityholder could be wholly or partly collateralised by securities that are not rated at least BBB- or equivalent (as determined by the Issuer in good faith and a commercially reasonable manner) by DBRS or Scope (or, if rated by both DBRS and Scope, at least BBB- or equivalent by both DBRS and Scope).

In addition, there may be a delay between when the Issuer identifies that any securities standing from time to time to the credit of the Pledged Securities Account do not satisfy the relevant Eligibility Criteria and when the securities are removed from the Pledged Securities Account and the Eligibility Criteria. In such circumstances, and during this time, Securityholders may be wholly or partly collateralised by securities that are not rated at least BBB- or equivalent (as determined by the Issuer in good faith and a commercially reasonable manner) by DBRS or Scope (or, if rated by both DBRS and Scope, at least BBB- or equivalent by both DBRS and Scope)."

3. Section 2 (Definitions) of Annex 2 (Secured Conditions) of the Final Terms shall be amended as follows:

  1. the definition of Collateral Pool shall be amended by the insertion, immediately following the words "pursuant to the Pledge Agreement", of the words: "and which shall comprise the Pool 1 Collateral Assets and the Pool 2 Collateral Assets";
  2. the deletion of the definition of Collateral Test and the substitution of the following therefor:
    ""Collateral Test" means, in respect of a Collateral Test Date (and the Collateral Test will be satisfied if), the Collateral Monitoring Agent has determined that in respect of each of the Pool 1 Collateral Assets and the Pool 2 Collateral Assets:
    1. the Euroclear Report for the final hourly optimisation run by Euroclear on such Collateral Test Date does not report a "Transactional Margin Deficit" (as defined in the Collateral Service Agreement) for the Pool 1 Collateral Assets or the Pool 2 Collateral Assets, as applicable, that is greater than or equal to the "Minimum Margin Amount" (as defined in the Collateral Service Agreement or as otherwise set out in the applicable Final Terms) applicable to the Pool 1 Collateral Assets or the Pool 2 Collateral Assets, as applicable; and
    2. the Euroclear Report for the final hourly optimisation run by Euroclear on such Collateral Test Date specifies an "Intended Transaction Amount" for the Pool 1 Collateral Assets or the Pool 2 Collateral Assets, as applicable, that is equal to or greater than the portion of the Required Collateral Value for such Collateral Test Date corresponding to the Pool 1 Collateral Assets or the Pool 2 Collateral Assets, as applicable, as determined by the Collateral Monitoring Agent by reference to the allocation of the Collateral Pool notified by the Issuer to the Collateral Monitoring Agent pursuant to paragraph (i) of the Eligibility Criteria set out in the Product Terms in the section headed "General Definitions Applicable to the Securities".

For the avoidance of doubt, the Collateral Test will only be satisfied in respect of a Collateral Test Date if all of the conditions in paragraphs (a) and (b) are satisfied on

such Collateral Test Date in respect of both the Pool 1 Collateral Assets and the Pool 2 Collateral Assets."

    1. the definition of Eligibility Criteria shall be amended by the insertion, immediately following the words "CSA Terms and Conditions" of the words: "applicable to each Eligibility Set";
    2. the deletion of the definition of Eligible Collateral Assets and the substitution of the following therefor:
      "Eligible Collateral Assets" means Cash and securities which satisfy all of the Eligibility Criteria applicable to the applicable Eligibility Set. Securities which satisfy all of the Eligibility Criteria that are specified to be applicable to the applicable Eligibility Set will be Eligible Collateral Assets notwithstanding that such assets do not satisfy the Eligibility Criteria applicable to another Eligibility Set."; and
    3. the definition of Pledged Securities shall be amended by the insertion, immediately prior to the words "Eligibility Criteria" of the word: "relevant".
  1. Section 4.4 (Adjustments to Collateral Assets) of Annex 2 (Secured Conditions) of the Final Terms shall be amended by the deletion of the following wording:
    "Euroclear will verify that the relevant Collateral Assets held in the Secured Account comply with the eligibility criteria set out in Annexes I&II to the CSA Terms and Conditions at such time in respect of such series of Collateralised Securities. In respect of Collateralised Securities that are not Exempt Securities, the Issuer shall be solely responsible for ensuring that the Eligibility Criteria specified in the Product Terms are substantively identical to the eligibility criteria specified in the the CSA Terms and Conditions and Euroclear and the Security Trustee shall not be liable to the Securityholders or any party for any discrepancy therein.",
    and the substitution of the follow therefor:
    "Subject as provided in the Product Terms, Euroclear will verify that the relevant Collateral Assets held in the Secured Account comply with the eligibility criteria of applicable Eligibility Set set out in the relevant Annexes I&II to the CSA Terms and Conditions at such time in respect of such series of Collateralised Securities. Subject as provided in the Product Terms, in respect of Collateralised Securities that are not Exempt Securities, the Issuer shall be solely responsible for ensuring that the Eligibility Criteria specified in the Product Terms are substantively identical to the eligibility criteria specified in the CSA Terms and Conditions and Euroclear and the Security Trustee shall not be liable to the Securityholders or any party for any discrepancy therein."
  2. Annex 3 (Annexes I and II to the CSA Terms and Conditions) of the Final Terms shall be amended by the addition of an additional Eligibility Set, which shall be headed "Eligibility Set 2", and the original Eligibility Set shall be headed "Eligibility Set 1".

Capitalised terms not defined herein shall bear the meaning ascribed to them in the Listing Prospectus.

The amended and restated Listing Prospectus dated 18 June 2021 is attached as the Schedule hereto.

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Deutsche Bank AG published this content on 18 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 June 2021 14:10:07 UTC.