Deutsche Bank : Consent Solicitation

ANNOUNCEMENT OF VOTES 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

TO PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Deutsche Bank AG

Frankfurt am Main, Germany

(the "Issuer")

announces two separate votes without meeting

(Abstimmungen ohne Versammlung)

relating to the

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

Additional Tier 1 Notes of 2014

issued by the Issuer

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

(the "AT1 Notes")

and the

USD 528,400,000 Floating Rate Notes of 2018/2025 (of which USD 232,200,000 are currently outstanding)

issued by the Issuer acting through its Singapore Branch

(ISIN XS1788992870 and Common Code 178899287)

(the "Floating Rate Notes")

(The AT1 Notes together with the Floating Rate Notes, the "Notes" and each a "Series")

Frankfurt am Main, 1 December 2022

The Issuer announces a vote without meeting (Abstimmung ohne Versammlung) relating to the outstanding AT1 Notes to adopt certain amendments of the terms and conditions of the AT1 Notes (the "AT1 Notes Terms and Conditions").

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

Both votes without a meeting (each a "Voting") aim to replace references to the USD LIBOR in the interest provisions of the respective Series (each an "Amendment"),

This announcement highlights important information addressed in further detail in the relevant Invitation to Vote without Meeting for each Series (Consent Solicitation Memorandums), each dated 1 December 2022 (each an "Invitation to Vote") which will be published in the Federal Gazette (Bundesanzeiger) on or about 5 December 2022. Holders of each Series of Notes (each a "Holder") are advised to carefully read the respective Invitation to Vote in its entirety. Both Invitations to Vote will also be available on the Issuer's website at https://investor-relations.db.com/creditors/creditor-information/news-corner.

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

Rationale and Background

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

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").

It is expected that LIBOR swaps will no longer be eligible for clearing at major clearinghouses starting on or shortly prior to the above mentioned cessation dates.

Consequently, it is likely that after 30 June 2023 there will be no available cleared USD LIBOR swap data that can be used to compute and publish the USD LIBOR ICE Swap Rates (formerly known as ISDAFIX rates), which represent the mid-market fixed rates for fixed/float interest rate swaps for a set of tenors at a specified time of the day.

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

Proposed Amendments

By way of the Amendments it is proposed to amend the way the rate of interest of the relevant Series of Notes is calculated. References to the USD LIBOR ICE Swap Rate, in the case of the AT1 Notes, or to the USD LIBOR, in the case of the Floating Rate Notes, shall be replaced with references to the USD SOFR ICE Swap Rate or the Compounded Daily SOFR, respectively.

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In each case an Adjustment Rate shall be added to the new reference rate to compensate for the difference in the calculation of the old and the new reference rate.

In the case of the AT1 Notes, the Adjustment Rate was calculated by the Issuer on 28 November 2022 based on the USD LIBOR ISR fallback formula proposed by the ARRC.

In the case of the Floating Rate Notes, the Adjustment Rate is the rate calculated and published by Refinitiv, as administrator of the recommended spread-adjusted rates, in relation to the 3-month- USD LIBOR, as specified on the Bloomberg screen "YUS0003M Index".

AT1 Notes

In the event that the proposed Amendment in respect of the AT1 Notes is implemented, the rate of interest for each future Reset Period in respect of the AT1 Notes would be the aggregate of:

1. the applicable reference rate, i.e. the 5-year USD SOFR ICE Swap Rate, on the relevant interest determination date;
2. the initial credit spread of 4.358 per cent. per annum (which remains unchanged); and
3. an Adjustment Rate of 0.28669 per cent.

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 of the AT1 Notes.

Finally, the Issuer is proposing to include additional provisions in the AT1 Notes 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 ISR) should become temporarily or permanently unavailable for purposes of calculating the applicable rate of interest of the AT1 Notes for any Reset Period.

Floating Rate Notes

In the event that the proposed Amendment in respect of the Floating Rate Notes is implemented, the rate of interest for each relevant Interest Period in respect of the Floating Rate Notes would be the aggregate of:

1. the applicable reference rate, i.e. Compounded Daily SOFR, on the relevant interest determination date;
2. the Margin of 1.30 per cent. per annum (which remains unchanged); and
3. an Adjustment Rate of 0.26161 per cent.

This amended interest provision would be applied from the first interest determination date following the effective date of the proposed resolution of the Holders of the Floating Rate Notes.

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

Further information are set out in the respective Invitation to Vote.

Information on the Voting

As further described in each Invitation to Vote, the Issuer invites the Holders of each Series to vote without meeting (Abstimmung ohne Versammlung) on, and solicits their consent in respect of, the

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proposed Amendment for the relevant Series of Notes during the voting period (the "Voting Period") from 00:00 a.m. (Frankfurt time) on 20 December 2022 until 24:00 (Frankfurt time) (end of the day) on 22 December 2022.

The Voting in respect of each Series of 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 any proposed Amendment becomes effective, it will be binding on all Holders of the relevant Series of Notes and their successors and transferees, whether or not such Holder consented to such proposed Amendment or participated in the relevant Voting.

In order to participate in any Voting, Holders will need to follow certain procedures, as further described in the relevant 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 19 December 2022, 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 22 December 2022, 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 respective Voting and exercising voting rights are set out in each Invitation to Vote.

For the avoidance of doubt: Each Voting will be conducted as a separate process and the outcome of any Voting will have no impact on the other vote without a meeting. A separate registration (in case of a vote via the Tabulation Agent) and casting of votes is required to participate in each Voting.

Expected Timetable

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

Events	Times and Dates
	(All times are Frankfurt time)
Launch Date
Commencement of consent solicitations; Each	Expected on 5 December 2022
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 relevant Voting through the Tabulation Agent. Holders that wish to cast their vote to the Scrutineer directly do not need to register.

Start of each Voting Period

Beginning of the Voting Period for each Voting 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 each Voting Period

End of the Voting Period for each Voting 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 results of each Consent Solicitation

Expected date of publication of the results of each Voting via press release. Expected date of publication of the results of each Consent

Solicitation in the Federal Gazette (Bundesanzeiger).

End of statutory contestation period

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

19 December 2022, 23:59 (Frankfurt time)

20 December 2022, 00:00 a.m. (Frankfurt time)

22 December 2022, 24:00 (Frankfurt time) (end of the day)

As soon as possible on 23 December 2022 via press release and expected on 28 December 2022 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 30 January 2023, 24:00 (Frankfurt time) (end of the day).

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