Form 20-F DEUTSCHE BANK AKTIENGESE For: Dec 31

Exhbit 2.2

DESCRIPTION OF SECURITIES

REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

The description of securities below is being provided for information and reference purposes only and is not intended to be, and must not be, taken as the basis for any investment decision. This description of securities does not constitute an offer to sell or a solicitation of an offer to buy any securities.

As of December 31, 2021, Deutsche Bank AG (“Deutsche Bank”, “we,” “us,” and “our”) had three classes of securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Act”): Ordinary Shares, Subordinated Notes and Series A Global Notes.

A. Description of Ordinary Shares

Terms defined within this subsection entitled “Description of Ordinary Shares” are defined only with respect to this subsection. Certain terms, unless otherwise defined herein, have the meaning given to them in our Annual Report on Form 20-F for the year ended December 31, 2021.

General

Our share capital consists of ordinary shares (the “Ordinary Shares”) issued in registered form without par value. Under German law, shares without par value are deemed to have a “nominal” value equal to the total amount of share capital divided by the number of shares. Our Ordinary Shares have a nominal value in this sense of € 2.56 per share. As of December 31, 2021, there were 2,066,773,131 Ordinary Shares issued, of which 2,066,094,183 were outstanding.

The principal trading market for our Ordinary Shares is the Frankfurt Stock Exchange, where they trade under the symbol “DBK”. Our Ordinary Shares are also traded on the other six German stock exchanges (Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart, trading on each exchange under the symbol “DBK”), on the Eurex and the New York Stock Exchange, where they trade under the symbol “DB”.

We maintain a share register in Frankfurt am Main and, for the purposes of trading shares on the New York Stock Exchange, a share register in New York.

All shares on German stock exchanges trade in euros, and all shares on the New York Stock Exchange trade in U.S. dollars.

Pre-emptive Rights of Deutsche Bank Shareholders

Authorized Capital

Our share capital may be increased by issuing new shares out of authorized capital against cash payments. Our authorized but unissued capital as of December 31, 2021 amounted to €2,560,000,000, divided as follows:

• By resolution of our annual shareholders’ meeting dated May 27, 2021, the Management Board was authorized to increase our share capital on or before April 30, 2026, once or more than once, by up to a total of € 512,000,000 through the issue of new shares against cash payments. Shareholders are to be granted pre-emptive rights. However, the Management Board is authorized to except broken amounts from shareholders’ pre-emptive rights and to exclude pre-emptive rights insofar as is necessary to grant to the holders of option rights, convertible bonds and convertible participatory rights issued by us and our affiliates pre-emptive rights to new shares to the extent that they would be entitled to such rights after exercising their option or conversion rights. The Management Board is also authorized to exclude the pre-emptive rights in full if the issue price of the new shares is not significantly lower than the quoted price of the shares already listed at the time of the final determination of the issue price and the shares issued in accordance with Section 186(3) sentence 4 of the German Stock Corporation Act (Aktiengesetz) do not exceed in total 10 % of the share capital at the time the authorization becomes effective or — if the value is lower — at the time the authorization is utilized. Management Board resolutions to utilize authorized capital and to exclude pre-emptive rights require the Supervisory Board’s approval. The new shares may also be taken up by banks specified by the Management Board with the obligation to offer them to shareholders (indirect pre-emptive right).
• By resolution of our annual shareholders’ meeting dated May 27, 2021, the Management Board is authorized to increase our share capital on or before April 30, 2026, once or more than once, by up to a total of € 2,048,000,000 through the issue of new shares against cash payments. Shareholders are to be granted pre-emptive rights. However, the Management Board is authorized to except fractional amounts from shareholders’ pre-emptive rights and to exclude pre-emptive rights insofar as is necessary to grant to the holders of option rights, convertible bonds and convertible participatory rights issued by us and our affiliates pre-emptive rights to new shares to the extent that they would be entitled to such rights after exercising their option or conversion rights. Management Board resolutions to utilize authorized capital and to exclude pre-emptive rights require the Supervisory Board’s approval. The new shares may also be taken up by banks specified by the Management Board with the obligation to offer them to shareholders (indirect pre-emptive right).

Shareholders are generally permitted to transfer their preemptive rights. Preemptive rights may be traded on one or more German stock exchanges for a limited number of days prior to the final day the preemptive rights can be exercised.

Conditional Capital

As at December 31, 2021, our conditional but unissued capital amounted to € 563,200,000, divided as follows:

• By resolution of our annual shareholders’ meeting dated May 18, 2017, our share capital was conditionally increased by up to € 512,000,000 through the issue of up to 200,000,000 new shares. This conditional capital increase served to grant rights to holders of participatory notes with warrants and/or convertible participatory notes, bonds with warrants and convertible bonds issued on or before April 30, 2022 in accordance with the authorization summarized in the following paragraphs, by us or by one of our affiliates. The new shares are to be issued at the option and/or conversion prices calculated in each case in accordance with the authorization dated May 18, 2017. The conditional capital increase can only be carried out to the extent to which these rights are exercised or holders with an obligation to convert fulfill their conversion obligations. The new shares will be entitled to a dividend from the beginning of the financial year in which they are created by exercise of option rights and/or conversion rights or by the fulfillment of conversion obligations. The Management Board will be authorized to determine further details concerning the execution of the conditional capital increase.

• In the context of the new conditional capital, on May 18, 2017 the annual shareholders’ meeting authorized the Management Board to issue bearer or registered participatory notes, once or more than once, on or before April 30, 2022. The participatory notes must meet the requirements of European law, which calls for capital paid up to grant participatory rights to be attributable to our additional tier 1 capital. Participatory notes may come with bearer warrants or they can be linked to a conversion right (as well as a conversion obligation) for the bearer. The option and/or conversion rights entitle holders to buy our shares subject to the conditions of warrant-linked participatory rights and/or convertible participatory rights.

2

• The Management Board was also authorized to issue, instead of or besides participatory notes, on or before April 30, 2022, once or more than once, other hybrid financial instruments with a perpetual maturity that fulfill the requirements as own funds specified above but that are possibly not classified by law as participatory rights if their issue requires the approval of the annual shareholders’ meeting pursuant to Section 221 of the German Stock Corporation Act due, for example, to their dividend-dependent return or other reasons. We refer to these instruments as “Hybrid Debt Securities.”

• The Management Board was furthermore authorized to issue, instead of or besides participatory notes or Hybrid Debt Securities, on or before April 30, 2022, once or more than once, bonds with warrants and/or convertible bonds with a fixed maturity of at the most 20 years or with a perpetual maturity and to grant option rights to the holders of bonds with warrants and conversion rights (possibly with a conversion obligation) to the holders of convertible bonds, respectively, to subscribe to our new shares subject to the conditions of bonds with warrants and of convertible bonds. The instruments issued pursuant to this paragraph do not have to fulfill the statutory requirements to qualify as additional tier 1 capital.

• The total nominal amount of all participatory notes, Hybrid Debt Securities, bonds with warrants and convertible bonds to be issued under this authorization may not exceed a total value of €12 billion. Option rights and/or conversion rights may only be issued in respect of our shares with a proportionate amount of share capital of up to a nominal sum of € 512,000,000.

• With regard to the above-mentioned conditional capital authorization, the Management Board declared on May 10, 2021: “The Board of Management has decided that it will not make use of the conditional share capital pursuant to § 4 (3) of the Articles of Association, conditional capital increase by up to €512,000,000 through the issue of up to 200,000,000 new registered no par value shares for the rest of the tenor.”

• By resolution of our annual shareholders’ meeting dated May 18, 2017, our share capital is conditionally increased by up to € 51,200,000 through the issue of up to 20,000,000 new shares. The conditional capital increase serves solely to fulfill options that are awarded on or before April 30, 2022, on the basis of the authorization of the annual shareholders’ meeting on May 18, 2017. The conditional capital increase will only be carried out to the extent that the holders of the issued options make sue of their right to receive our share and we do not award our shares in treasury to fulfill the options. The new shares are entitled to a dividend from the beginning of the financial year in which they are created by exercise of the options.

Form and Transfer

According to our articles of association (“Articles of Association”), all Ordinary Shares are issued in the form of registered shares. Shareholders are required to notify us for registration in the share register and provide, in particular, where natural persons are concerned, their name, their address as well as their date of birth or, where legal persons are concerned, their registered name, their business address and their registered domicile, and in all cases the number of shares they hold. Electronic mail addresses and any subsequent changes thereto should be added to facilitate communication. The entry in our share register constitutes a prerequisite for attending and exercising voting rights at the shareholders’ meeting.

The form that shares and dividend and renewal coupons are to take will be determined by our Management Board in agreement with our Supervisory Board. Global certificates may be issued. The claim of shareholders to have their shares and any dividend and renewal coupons issued in individual certificate form is excluded unless such issue is required by the rules in force at a stock exchange where the shares are listed.

The transferability of our ordinary shares is not restricted by law or our Articles of Association.

3

Dividends

Dividend Policy

For 2021, the Management Board intends to propose to the General Meeting a dividend of € 0.20 per share. For 2020 and 2019, we did not pay a dividend. Starting with the payment of a dividend for 2021, we aim to free up capital for distribution from 2022 with the goal of returning € 5 billion of capital to shareholders over time in the form of dividends and share buybacks. Subject to meeting our strategic targets, the Management Board intends to grow the cash dividend per share by 50% p.a. in the next 3 years, starting from € 0.20 per share for the financial year 2021, which would translate into approximately € 3.25 billion of cumulative dividend payments by 2025 with respect to financial years 2021-2024. In relation to the financial year 2024 the Management Board intends to achieve a total payout ratio of 50% from a combination of dividends paid and share buybacks executed in 2025; and it intends to maintain a 50% total payout ratio in subsequent years. In addition to the already announced share buyback in 2022 of € 0.3 billion, our current financial aspirations include total additional share buybacks of approximately € 1.45 billion until 2025 in respect of financial years 2022-2024, and beyond 2025 a cumulative € 8 billion pay-out in respect of financial years 2021-2025.

If the company is not profitable, we may not pay dividends at all. If we fail to meet the regulatory capital adequacy requirements under CRR/CRD (including individually imposed capital requirements (so-called “Pillar 2” requirements) and the combined buffer requirement), we may be prohibited from making, and the European Central Bank (“ECB”) or the BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht) may suspend or limit, the payment of dividends. In addition, the ECB expects banks to meet “Pillar 2” guidance. If we operate or expect to operate below “Pillar 2” guidance, the ECB will review the reasons why our capital level has fallen or is expected to fall and may take appropriate and proportionate measures in connection with such shortfall. Any such measures might have an impact on our willingness or ability to pay dividends.

Under German law, our dividends are based on our unconsolidated results as prepared in accordance with the German Commercial Code (HGB). Our Management Board, which prepares our annual financial statements on an unconsolidated basis, and our Supervisory Board, which reviews them, first allocate part of our annual surplus (if any) to our statutory reserves and to any losses carried forward, in accordance with applicable legal requirements. They then allocate the remainder of any surplus to other revenue reserves (or retained earnings) and balance sheet profit. They may allocate up to one-half of this remainder to other revenue reserves, and must allocate at least one-half to balance sheet profit. A profit distribution from the balance sheet profit is only permitted to the extent that the balance sheet profit plus distributable earnings exceed potential dividend blocking items, which consist primarily of deferred tax assets, self-developed software and unrealized gains on plan assets, all net of respective deferred tax liabilities.

We may then distribute a portion of or all of the amount of the balance sheet profit not subject to our dividend blocking if the annual General Meeting so resolves. The annual General Meeting may resolve a non-cash distribution instead of, or in addition to, a cash dividend. However, we are not legally required to distribute our balance sheet profit to our shareholders to the extent that we have issued participatory rights (Genussrechte) or granted a silent participation (stille Beteiligung) that accord their holders the right to a portion of Deutsche Bank our distributable profit.

We declare dividends by resolution of the annual General Meeting and pay them (if any) once a year. Dividends approved at a General Meeting are payable on the third business day after that meeting, unless a later date has been determined at that meeting or by the Articles of Association. In accordance with the German Stock Corporation Act, the record date for determining which holders of our Ordinary Shares are entitled to the payment of dividends, if any, or other distributions whether cash, stock or property, is the date of the General Meeting at which such dividends or other distributions are declared.

Under German law, dividend claims are generally subject to a three-year statute of limitations. In the event of such a limitation, the dividend claim becomes unenforceable and the dividend remains with us.

4

Dividend Payment and Distribution

Shareholders registered with our New York transfer agent are entitled to elect whether to receive dividend payments in euros or U.S. dollars. For those shareholders, unless instructed otherwise, we will convert all cash dividends and other cash distributions with respect to ordinary shares into U.S. dollars prior to payment to the shareholder. The amount distributed will be reduced by any amounts we or our New York transfer agent are required to withhold for taxes or other governmental charges. If our New York transfer agent determines, following consultation with us, that in its judgment any foreign currency it receives is not convertible or distributable, our New York transfer agent may distribute the foreign currency (or a document evidencing the right to receive such currency) or, in its discretion, hold the foreign currency for the account of the shareholder to receive the same.

If any of our distributions consists of a dividend of our shares, Link Market Services GmbH and our New York transfer agent (with respect to shares individually certificated) or the custodian bank with which shareholders have deposited their shares (with respect to shares in global form) will distribute the shares to the shareholders in proportion to their existing shareholdings. Rather than distribute fractional shares, Link Market Services GmbH, our New York transfer agent or the custodian bank will sell all such fractional shares and distribute the net proceeds to shareholders.

Link Market Services GmbH and our New York transfer agent (with respect to shares individually certificated) or the custodian bank with which shareholders have deposited their shares (with respect to shares in global form) will also distribute all distributions (other than cash, our shares or rights) to shareholders in proportion to their shareholdings. In the event that Link Market Services GmbH, our New York transfer agent or the custodian bank determine that the distribution cannot be made proportionately among shareholders or that it is impossible to make the distribution, they may adopt any method that they consider fair and practicable to effect the distribution. Such methods may include the public or private sale of all or a portion of the securities or property and the distribution of the proceeds. Link Market Services GmbH, our New York transfer agent or the custodian bank must consult with us before adopting any alternative method of distribution.

Depending on whether shares are individually certificated or in global form, we, Link Market Services GmbH, our New York transfer agent or the custodian bank with which shareholders have deposited their shares will determine whether or not any distribution (including cash, shares, rights or property) is subject to tax or governmental charges. In the case of a cash distribution, we may use all or part of the cash to pay any such tax or governmental charge. In the case of other distributions, we, Link Market Services GmbH, our New York transfer agent or the custodian bank may dispose of all or part of the property to be distributed by public or private sale, in order to pay the tax or governmental charge. In all cases, shareholders will receive any net proceeds of any sale or the balance of the cash or property after the deduction for taxes or governmental charges in proportion to their shareholdings.

Voting

Each of our Ordinary Shares entitles its registered holder to one vote at our General Meeting. Our Annual General Meeting takes place within the first eight months of our fiscal year. Pursuant to our Articles of Association, we may hold the meeting in Frankfurt am Main, Düsseldorf or any other German city with over 250,000 inhabitants. Unless a shorter period is permitted by law, we must give the notice convening the General Meeting at least 30 days before the last day on which shareholders can register their attendance of the General Meeting (which is the sixth day immediately preceding that General Meeting). Shorter periods apply if the General Meeting is called to adopt a resolution on a capital increase in the context of early intervention measures pursuant to the Act on the Recovery and Resolution of Institutions and Financial Groups (Gesetz zur Sanierung und Abwicklung von Instituten und Finanzgruppen). We are required to include details regarding the shareholder attendance registration process and the issuance of admission cards in our invitation to the General Meeting.

The Management Board or the Supervisory Board may also call an extraordinary General Meeting. Shareholders holding in the aggregate at least 5 % of the nominal value of our share capital may also request that such a meeting be called. 

5

According to our Articles of Association our shares are issued in the form of registered shares. For purposes of registration in the share register, all shareholders are required to notify us of the number of shares they hold and, in the case of natural persons, of their name, address and date of birth and, in the case of legal persons, of their registered name, business address and registered domicile, and in both cases should add an electronic address. Both being registered in our share register and the timely registration for attendance of the General Meeting constitute prerequisite conditions for any shareholder’s attendance and exercise of voting rights at the General Meeting. Shareholders may register their attendance of a General Meeting with the Management Board (or as otherwise designated in the invitation) by written notice or electronically, no later than the sixth day immediately preceding the date of that General Meeting. Any shareholders who have failed to comply with certain notification requirements summarized under “Notification Requirements” below are precluded from exercising any rights attached to their shares, including voting rights.

Under German law, upon our request a registered shareholder must inform us whether that shareholder owns the shares registered in its name or whether that shareholder holds the shares for any other person as a nominee shareholder. Both the nominee shareholder and the person for whom the shares are held have an obligation to provide the same personal data as required for registration in the share register with respect to the person for whom the shares are held.

Shareholders may appoint proxies to represent them at General Meetings. As a matter of German law, a proxy relating to voting rights granted by shares may be revoked at any time.

As a foreign private issuer, we are not required to file a proxy statement under U.S. securities law. The proxy voting process for our shareholders in the United States is substantially similar to the process for publicly held companies incorporated in the United States.

The Annual General Meeting normally adopts resolutions on the following matters:

• appropriation of distributable balance sheet profits (Bilanzgewinn) from the preceding fiscal year;
• formal ratification of the acts (Entlastung) of the members of the Management Board and the members of the Supervisory Board in the preceding fiscal year; and
• appointment of independent auditors for the current fiscal year.

A simple majority of votes cast is generally sufficient to approve a measure, except in cases where a greater majority is otherwise required by our Articles of Association or by law. Under the German Stock Corporation Act and the German Transformation Act (Umwandlungsgesetz), certain resolutions of fundamental importance require a majority of at least 75 % of the share capital represented at the General Meeting adopting the resolution, in addition to a majority of the votes cast. Such resolutions include the following matters, among others:

• amendments to our Articles of Association changing our business objectives;
• capital increases that exclude subscription rights;
• capital reductions;
• creation of authorized or conditional capital;
• our dissolution;
• “transformations” under the German Transformation Act such as mergers, spin-offs and changes in our legal form;
• transfer of all our assets;
• integration of another company; and
• intercompany agreements (in particular, domination and profit-transfer agreements).

6

Under certain circumstances, such as when a resolution violates our Articles of Association or the German Stock Corporation Act, shareholders may file a shareholder action with the appropriate Regional Court (Landgericht) in Germany to set aside resolutions adopted at the General Meeting.

Under German law, the rights of shareholders as a group can be changed by amendment of the company’s articles of association. Any amendment of our Articles of Association requires a resolution of the General Meeting. The authority to amend our Articles of Association, insofar as such amendments merely relate to the wording, such as changes of the share capital as a result of the issuance of shares from authorized capital, has been assigned to our Supervisory Board by our Articles of Association. Pursuant to our Articles of Association, the resolutions of the General Meeting are taken by a simple majority of votes and, insofar as a majority of capital stock is required, by a simple majority of capital stock, except where law or our Articles of Association determine otherwise. The rights of individual shareholders can only be changed with their consent. Amendments to the Articles of Association become effective upon their registration in the Commercial Register.

Liquidation Rights

The German Stock Corporation Act requires that if we are liquidated, any liquidation proceeds remaining after the payment of all our liabilities will be distributed to our shareholders in proportion to their shareholdings.

Changes to the Rights of Shareholders

Under German law, the rights of shareholders as a group can be changed by amendment of the company’s Articles of Association. Any amendment of our Articles of Association requires a resolution of the General Meeting. The authority to amend our Articles of Association, insofar as such amendments merely relate to the wording, such as changes of the share capital as a result of the issuance of shares from authorized capital, has been assigned to our Supervisory Board by our Articles of Association. Pursuant to our Articles of Association, the resolutions of the General Meeting are taken by a simple majority of votes and, insofar as a majority of capital stock is required, by a simple majority of capital stock, except where law or our Articles of Association determine otherwise. The rights of individual shareholders can only be changed with their consent. Amendments to the Articles of Association become effective upon their registration in the Commercial Register.

Tradable Subscription Rights

We may determine that the statutory subscription rights to subscribe for our Ordinary Shares that our shareholders receive when we conduct a capital increase for which these rights are not excluded will be traded on a stock exchange. For example, on March 20, 2017, our shareholders received one tradable right per ordinary share, pursuant to a prospectus supplement dated March 20, 2017. The period within which these rights could be exercised expired on April 6, 2017.

The applicable prospectus supplement will describe the specific terms of any such subscription rights offering, including, as applicable:

• the title of the subscription rights;

• the exercise price for the subscription rights;

• the aggregate number of subscription rights issued;

• a discussion of the material U.S. federal, German or other income tax considerations, as well as considerations under the U.S. Employee Retirement Income Security Act of 1974, or “ERISA,” applicable to the issuance of ordinary shares together with statutory subscription rights or exercise of the subscription rights;

• any other terms of the subscription rights, including terms, procedures and limitations relating to the exercise of the subscription rights;

• the terms of the ordinary shares corresponding to the subscription rights;

• information regarding the trading of subscription rights, including the stock exchanges, if any, on which the subscription rights will be tradeable;

• the record date, if any, to determine who is entitled to the subscription rights and the ex-rights date;

7

• the date on which the rights to exercise the subscription rights will commence, and the date on which the rights will expire;

• the extent to which the offering includes a contractual over-subscription privilege with respect to unsubscribed securities; and

• the material terms of any standby underwriting arrangement we enter into in connection with the offering.

Each subscription right will entitle its holder to subscribe for a number of our Ordinary Shares at an exercise price described in the applicable prospectus supplement. Subscription rights may be exercised at any time up to the close of business on the expiration date set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights will become void. Upon receipt of payment and, if applicable, the subscription form properly completed and executed at the subscription rights agent’s office or another office indicated in the prospectus supplement, we will, as soon as practicable, forward our ordinary shares that can be subscribed for with that exercise. The prospectus supplement may offer more details on how to exercise the subscription rights.

If we determine to make appropriate arrangements for rights trading, persons other than our shareholders can acquire rights as described in the prospectus supplement. In the event subscription rights are offered only to our shareholders and their rights remain unexercised, we may determine to offer the unsubscribed offered securities to persons other than our shareholders. In addition, we may enter into a standby underwriting arrangement with one or more underwriters under which the underwriter or underwriters, as the case may be, will purchase any offered securities remaining unsubscribed for after the offering, as described in the prospectus supplement.

Notification Requirements

Disclosure of Interests in a Listed Stock Corporation

Disclosure Obligations under the German Securities Trading Act

As a company listed on German stock exchanges, we and our shareholders are subject to the shareholding disclosure obligations under the German Securities Trading Act (Wertpapierhandelsgesetz). Pursuant to the German Securities Trading Act, any shareholder whose voting interest in a listed company like Deutsche Bank, through acquisition, sale or by other means, reaches, exceeds or falls below a 3 %, 5 %, 10 %, 15 %, 20 %, 25 %, 30 %, 50 % or 75 % threshold must notify us and the BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht) of its current aggregate voting interest in writing and without undue delay, but at the latest within four trading days. In connection with this requirement, the German Securities Trading Act contains various provisions regarding the attribution of voting rights to the person who actually controls the voting rights attached to the shares.

Furthermore, the voting rights attached to a third party’s shares are attributed to a shareholder if the shareholder coordinates its conduct concerning the listed company with the third party (so-called “acting in concert”) either through an agreement or other means. Acting in concert is deemed to exist if the parties coordinate their voting at the listed company’s general meeting or, outside the general meeting, coordinate their actions with the goal of significantly and permanently modifying the listed company’s corporate strategy. Each party’s voting rights are attributed to each of the other parties acting in concert.

Shareholders failing to comply with their notification obligations are prevented from exercising any rights attached to their shares (including voting rights and the right to receive dividends) until they have complied with the notification requirements. If the failure to comply with the notification obligations specifically relates to the size of the voting interest in Deutsche Bank and is the result of willful or grossly negligent conduct, the suspension of shareholder rights is – subject to certain exceptions in case of an incorrect notification deviating no more than 10 % from the actual percentage of voting rights – extended by a six-month period commencing upon the submission of the required notification.

8

Except for the 3 % threshold, similar notification obligations exist for reaching, exceeding or falling below the thresholds described above when a person holds, directly or indirectly, certain instruments other than shares. This applies to instruments which grant upon maturity an unconditional right to acquire our existing voting shares, a discretionary right to acquire such shares, as well as to instruments that refer to such shares and have an economic effect similar to that of the aforementioned instruments, irrespective of whether such instruments are physically or cash-settled. These instruments include, for example, transferable securities, options, futures contracts and swaps. Voting rights to be attributed to a person based on any such instrument will generally be aggregated with the person’s other voting rights deriving from shares or other instruments.

Notice must be given without undue delay, but within four trading days at the latest. The notice period commences as soon as the person obliged to notify knows, or, under the circumstances should know, that his or her voting rights reach, exceed or fall below any of the abovementioned relevant thresholds, but in any event no later than two trading days after reaching, exceeding or falling below the threshold. Only in case that the voting rights reach, exceed or fall below any of the thresholds as a result of an event affecting all voting rights, the notice period might commence at a later stage. We must publish the foregoing notifications without undue delay, but no later than within three trading days after their receipt, and report such publication to the BaFin. Furthermore, we must publish a notification in case of any increase or decrease of the total number of voting rights without undue delay, but within two trading days at the latest, and such notification must be reported to the BaFin and forwarded to the German Company Register (Unternehmensregister). An exception applies where the increase of the total number of voting rights is due to the issue of new shares from conditional capital. In this case, we must publish the increase at the end of the month in which it occurred. However, such increase must also be notified without undue delay, but within two trading days at the latest, where any other increase or decrease of the total number of voting rights triggers the aforementioned notification requirement.

Non-compliance with the disclosure requirements regarding shareholdings and holdings of other instruments may result in a significant fine imposed by the BaFin. In addition, the BaFin publishes, on its website, sanctions imposed and measures taken indicating the person or entity responsible and the nature of the breach (so-called “naming and shaming”).

Shareholders whose voting rights reach or exceed thresholds of 10 % of the voting rights in a listed company, or higher thresholds, are obliged to inform the company within 20 trading days of the purpose of their investment and the origin of the funds used for such investment, unless the articles of association of the listed company provide otherwise. Our Articles of Association do not contain such a provision.

Disclosure Obligations under the German Securities Acquisition and Takeover Act

Pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), any person whose voting interest reaches or exceeds 30 % of the voting shares of a listed stock corporation must, within seven calendar days, publish this fact (including the percentage of its voting rights) on the Internet and by means of an electronically operated financial information dissemination system. In addition, the person must subsequently make a mandatory public tender offer within four weeks to all shareholders of the listed company unless an exemption has been granted. The German Securities Acquisition and Takeover Act contains a number of provisions intended to ensure that shareholdings are attributed to those persons who actually control the voting rights attached to the shares. The provisions regarding coordinated conduct as part of the German Securities Acquisition and Takeover Act (so-called “acting in concert”) and the rules on the attribution of voting rights attached to shares of third parties are the same as the statutory securities trading provisions described above under “Disclosure Obligations under the German Securities Trading Act” except with respect to voting rights of shares underlying instruments whose holders are vested with the right to unilaterally acquire existing voting shares of the listed company or voting rights which may be acquired on the basis of instruments with similar economic effect. If a shareholder fails to provide notice on reaching or exceeding the 30 % threshold, or fails to make a public tender offer, the shareholder will be precluded from exercising any rights associated with its shares (including voting and dividend rights) until it has complied with the requirements under the German Securities Acquisition and Takeover Act. In addition, non-compliance with the disclosure requirement may result in a fine.

9

Disclosure of Participations in a Credit Institution

The German Banking Act (Kreditwesengesetz) requires any person intending to acquire, alone or acting in concert with another person, directly or indirectly, a qualifying holding (bedeutende Beteiligung) in a credit or financial services institution to notify the BaFin and the Bundesbank without undue delay and in writing of the intended acquisition. A qualifying holding is a direct or indirect holding in an undertaking which represents 10 % or more of the capital or voting rights or which makes it possible to exercise a significant influence over the management of such undertaking. The required notice must contain information demonstrating, among other things, the reliability of the person or, in the case of a corporation or other legal entity, the reliability of its directors and officers.

A person holding a qualifying holding shall also notify the BaFin and the Bundesbank without undue delay and in writing if he intends to increase the amount of the qualifying holding up to or beyond the thresholds of 20 %, 30 % or 50 % of the voting rights or capital or in such way that the institution comes under such person’s control or if such person intends to reduce the participation below 10 % or below one of the other thresholds described above.

The BaFin will have to confirm the receipt of a complete notification within two working days in writing to the proposed acquirer. Within a period of 60 working days from the BaFin’s written confirmation that a complete notification has been received (assessment period), the BaFin will review and, in accordance with Council Regulation (EU) No 1024/2013 of October 15, 2013 conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions, forward the notification and a proposal for a decision whether or not to object to the acquisition to the ECB. The ECB will decide whether or not to object to the acquisition on the basis of the applicable assessment criteria. Within the assessment period the ECB may prohibit the intended acquisition in particular if there appears to be reason to assume that the acquirer or its directors and officers are not reliable or that the acquirer is not financially sound, that the participation would impair the effective supervision of the relevant credit institution, that a prospective managing director (Geschäftsleiter) is not reliable or not qualified, that money laundering or financing of terrorism has occurred or been attempted in connection with the intended acquisition, or that there would be an increased risk of such illegal acts as a result of the intended acquisition. During the assessment period the BaFin may request further information necessary for its or the ECB’s assessment. Generally, such a request delays the expiration of the assessment period by up to 30 business days. If the information submitted is incomplete or incorrect the ECB may prohibit the intended acquisition.

If a person acquires a qualifying holding despite such prohibition or without making the required notification, the competent authority may prohibit the person from exercising the voting rights attached to the shares. In addition, non-compliance with the disclosure requirement may result in the imposition of a fine in accordance with statutory provisions. Moreover, the competent authority may order that any disposition of the shares requires its approval and may ultimately appoint a trustee to exercise the voting rights attached to the shares or to sell the shares to the extent they constitute a qualifying holding.

10

Review of Acquisition of 10 % of voting rights or more by the German Federal Ministry of Economic Economic Affairs and Climate Action

Pursuant to the German Foreign Trade Act (Außenwirtschaftsgesetz) and the German Foreign Trade Regulation (Außenwirtschaftsverordnung), acquisitions may be reviewed by the German Federal Ministry of Economic Affairs and Climate Action (the “Ministry”) where the initial direct or indirect acquisition of voting rights in a German company by investors from outside the European Union (EU) and the European Free Trade Association (Iceland, Lichtenstein, Norway and Switzerland) exceed 10%, 20% or 25%, or where voting rights in a German company by investors outside the EU or European Free Trade Association exceed 20%, 25%, 40%, 50% or 75% through direct or indirect subsequent acquisitions. Both the thresholds for the applicable initial voting rights (10%, 20 % or 25 %) and whether a filing obligation exists or not, depend on the industry sector the target company is active in. The Ministry must be notified in writing regarding the conclusion of a contract where the direct or indirect acquisition by an investor from outside the European Union and the European Free Trade Association is 10% or 20% (or where the direct or indirect subsequent acquisitions exceeding 20%, 25%, 40%, 50% or 75% of the voting rights) of the voting rights in a German company which operates certain critical infrastructure (including inter alia certain services in the financial sector) or operates in other certain sensitive sectors (including inter alia certain technologies, IT, telecommunication, healthcare or the media). The Ministry must also be notified in writing regarding the conclusion of a contract where there is a direct or indirect acquisition by an investor from outside Germany of 10% or more of the voting rights in a German company operating in the defense or cryptology sectors (or where the direct or indirect subsequent acquisitions exceeds 20%, 25%, 40%, 50% or 75% of the voting rights). If Deutsche Bank is considered to be a company which operates in any such critical infrastructure or sensitive sector, the Ministry would need to be notified of an acquisition of voting rights in Deutsche Bank that meets the abovementioned thresholds. Pending clearance by the Ministry, an acquisition subject to this notification requirement must not be consummated without clearance and its implementation would be legally void.

Consummating such an acquisition without clearance may also result in monetary fines of up to € 500,000 or up to five years imprisonment. The acquirer may seek voluntary pre-clearance of a proposed acquisition from the Ministry that is not subject to a mandatory filing. The Ministry may impose conditions on the acquisition, prohibit the acquisition, or require that it is unwound, if the Ministry determines that the acquisition will likely affect the public order or public security of Germany or another EU member state, or in relation to certain projects or programs of interest for the European Union pursuant to the "EU-Screening regulation, or likely affects the essential security interests of Germany. The Ministry’s decision to review an acquisition must be made within two months following the Ministry’s knowledge of the conclusion of the acquisition contract, of the publication of the decision to launch a take-over bid or of the publication of the acquisition of control. The review must be completed within four months following receipt of the complete set of acquisition documents and any additional information requested by the Ministry. The Ministry can extend its review period up to an additional four months. A review is precluded if more than five years have passed since the acquisition.

11

B. Fixed to Fixed Reset Rate Subordinated Tier 2 Notes due 2028

Terms defined within this subsection entitled “Fixed to Fixed Reset Rate Subordinated Tier 2 Notes due 2028” are defined only with respect to this subsection. Certain terms, unless otherwise defined herein, have the meaning given to them in the relevant indenture and/or supplemental indenture (as applicable).

General

On May 21, 2013 (the “Issue Date”), we issued $1,500,000,000 aggregate principal amount of fixed to fixed reset rate subordinated Tier 2 notes (the “Subordinated Notes”) due May 24, 2028 (the “Maturity Date”). The Subordinated Notes constitute a separate series of subordinated debt securities issued under a subordinated indenture (the “Subordinated Indenture”) comprising a base subordinated indenture (the “Base Indenture”) entered into on May 21, 2013, and a supplement thereto (the “Supplemental Subordinated Indenture”) dated May 24, 2013, among us, Wilmington Trust, National Association, as trustee and Deutsche Bank Trust Company Americas, as initial principal paying agent, transfer agent and registrar.

Subject to any redemption prior to the Maturity Date, as described below, the Subordinated Notes will bear interest (i) from (and including) the date of issuance to (but excluding) May 24, 2023 (the “Reset Date”) at a rate of 4.296% per year and (ii) from (and including) the Reset Date to (but excluding) the Maturity Date at a rate per year which will be 2.2475% above the 5 year Swap Rate (as defined below). Interest on the Subordinated Notes is payable semi-annually in arrears on May 24 and November 24 of each year, commencing on November 24, 2013.

The Subordinated Notes and the Subordinated Indenture are governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions of each of the Subordinated Notes and the Subordinated Indenture, which are governed by and construed in accordance with German law.

Our Subordinated Notes are admitted to trade on the New York Stock Exchange under the trading symbol “DB /28”.

Trustee and Paying Agent Information

Wilmington Trust, National Association, acts as the trustee (the “Trustee”) for the Subordinated Notes. The Trustee’s contact information is as follows: 116 Mercer Street, Suite 2 R, New York, New York 10012.

Deutsche Bank Trust Company Americas (“DBTCA” or the “Agent”) acts as initial principal paying agent, transfer agent and registrar for the Subordinated Notes. DBTCA is a wholly owned subsidiary of ours. DBTCA’s contact information is as follows: Global Securities Services, Global Transaction Banking, 1 Columbus Circle, 17th Floor, Mail Stop: NYC01-1701, New York, New York 10019-8735.

Interest Payments on the Subordinated Notes

Subject to any redemption prior to the Maturity Date, as described below, the Subordinated Notes will bear interest (i) from (and including) the Issue Date to (but excluding) May 24, 2023, which we refer to as the “Reset Date,” at a rate of 4.296% per year and (ii) from (and including) the Reset Date to (but excluding) the Maturity Date at a rate per year which will be 2.2475% above the 5 year Swap Rate (as defined below). Interest is payable semi-annually in arrears on May 24 and November 24 of each year, commencing on November 24, 2013, which we refer to in each case as an “Interest Payment Date.” Interest on the Subordinated Notes is computed on the basis of a 360-day year of twelve 30-day months. The regular record dates for the Subordinated Notes will be the Business Day immediately preceding the relevant Interest Payment Date.

If any scheduled Interest Payment Date is not a Business Day, we will pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, we may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment.

“5 year Swap Rate” means the 5 year semi-annual mid-swap rate as displayed on Reuters screen “ISDAFIX1” (or any successor page) as at 11:00 a.m. (New York time), which we refer to as the “Reset Screen Page,” on the day falling two Business Days prior to the Reset Date, which we refer to as the “Reset Interest Determination Date.”

12

In the event that the 5 year Swap Rate does not appear on the Reset Screen Page on the Reset Interest Determination Date, the 5 year Swap Rate will be the Reset Reference Bank Rate on the Reset Interest Determination Date. “Reset Reference Bank Rate” means the percentage rate determined on the basis of the 5 year Swap Rate Quotations provided by five leading swap dealers in the interbank market (the “Reset Reference Banks”) to the paying agent at approximately 11:00 a.m. (New York time), on the Reset Interest Determination Date. If at least three quotations are provided, the 5 year Swap Rate will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If only two quotations are provided, the 5 year Swap Rate will be the arithmetic mean of the quotations provided. If only one quotation is provided, the 5 year Swap Rate will be the quotation provided. If no quotations are provided, the 5 year Swap Rate will be equal to the last available 5 year semi-annual mid-swap rate on the Reset Screen Page.

Each such “5 year Swap Rate Quotation” means the arithmetic mean of the bid and offered rates for the semi-annual fixed leg (calculated on a basis of a 360-day year of twelve 30-day months) of a fixed-for-floating U.S. dollar interest rate swap which (i) has a term of 5 years commencing on the Reset Date, (ii) is in an amount that is representative of a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market and (iii) has a floating leg based on the 3-month U.S. dollar LIBOR rate (calculated on basis of the actual number of days elapsed in 360-day year).

“Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in New York City and London.

Payment of principal of, interest on and other amounts owing under the Subordinated Notes, so long as the Subordinated Notes are represented by global securities, will be made to the account of the Depositary, as holder of the global notes, by wire transfer of immediately available funds. We expect that the Depositary, upon receipt of any payment, will immediately credit its participants’ accounts in amounts proportionate to their respective beneficial interests in the global notes as shown on the records of the Depositary. We also expect that payments by the Depositary’s participants to owners of beneficial interests in the global notes will be governed by standing customer instructions and customary practices and will be the responsibility of those participants.

Payment of Additional Amounts

Every net payment of the principal of, interest on and other amounts owing under the Subordinated Notes will be made without any withholding or deduction for or on account of any present or future taxes, duties or governmental charges of any nature whatsoever imposed, levied or collected by or on behalf of any relevant jurisdiction, as defined below under “—Redemption—Tax Redemption,” or by or on behalf of any political subdivision or authority therein or thereof having the power to tax (which we refer to as “withholding taxes”), unless such deduction or withholding is required by law. In such event, we will, with respect to any of the Subordinated Notes and subject to certain exceptions and limitations set forth below, pay any additional amounts (which we refer to as “Additional Amounts”) to the beneficial owners of any Subordinated Note as may be necessary in order that every net payment of the principal of, interest on and other amounts owing under such Subordinated Note, after the application of any withholding taxes, will not be less than the amount provided for in such Subordinated Note to be then due and payable.

We will not, however, make any payment of Additional Amounts to any beneficial owner on account of:

• any present or future tax, assessment or other governmental charge that would not have been so imposed but for the existence of any present or former connection between a holder or beneficial owner of the Subordinated Notes and any relevant jurisdiction other than the mere holding or beneficial ownership of the Subordinated Notes;
• any present or future tax, assessment or other governmental charge that would not have been so imposed but for the presentation by or on behalf of the beneficial owner of such Subordinated Note for payment on a date more than 15 days after the date on which payment became due and payable or the date on which payment of such Subordinated Note is duly provided for, whichever occurs later;

13

• any present or future tax, assessment or other governmental charge to the extent such deduction or withholding can be avoided or reduced if the holder or beneficial owner of the Subordinated Note (or any financial institution through which the holder or beneficial owner holds the Subordinated Notes or through which payment on the Subordinated Note is made) (i) makes a declaration of non-residence or other similar claim for exemption to the relevant tax authority or complies with any reasonable certification, documentation, information or other reporting requirement imposed by the relevant tax authority or (ii) enters into or complies with any applicable certification, identification, information, documentation, registration or other reporting requirement or agreement concerning accounts maintained by the holder or beneficial owner (or such financial institution) or concerning ownership of the holder or beneficial owner (or financial institution) or concerning such holder’s or beneficial owner’s (or such financial institution’s) nationality, residence, identity or connection with the jurisdiction imposing such tax;
• any estate, inheritance, gift, sales, transfer, excise, capital gains, financial transaction or personal property tax or any similar tax, assessment or governmental charge;
• any present or future tax, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payments on or in respect of such Subordinated Note;
• any present or future withholding taxes which are deducted or withheld pursuant to (i) European Council Directive 2003/48/EC (as replaced by European Council Directive 2011/48/EC (as amended by European Council Directive 2014/107)) or any other European Union Directive or Regulation implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income, or (ii) any international treaty or understanding entered into for the purpose of facilitating cooperation in the reporting and collection of savings income and to which (x) the United States, or (y) the European Union or Germany is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such Directive, Regulation, treaty or understanding;
• any present or future withholding taxes which are deducted or withheld from payments on a Subordinated Note that is presented for payment by or on behalf of a beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Subordinated Note to another paying agent in a member state of the European Union;
• any combination of the items listed above.

Nor will we pay Additional Amounts with respect to any payment on a Subordinated Note to a holder who is a fiduciary or partnership or other than the sole beneficial owner of the payment to the extent the payment would be required by the laws of a relevant jurisdiction (or any political subdivision thereof) to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary or a member of the partnership or a beneficial owner who would not have been entitled to the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the holder of the Subordinated Note.

Redemption

Unless previously redeemed or purchased and cancelled, the Subordinated Notes will be redeemed on the Maturity Date at 100% of their principal amount together with any accrued and unpaid interest to (but excluding) the Maturity Date. No subsequent agreement may limit the subordination provisions applicable to the Subordinated Notes, amend their maturity date or redemption date to an earlier date or shorten any applicable notice period.

If any Subordinated Notes are redeemed or repurchased before the date on which such redemption or repurchase is permitted under the terms thereof (other than a tax redemption or a redemption due to a Capital Disqualification Event) or repurchased by us otherwise than in connection with limited market making and customer transaction facilitation activities permitted by applicable law and with the prior approval of our competent supervisor authority, then any amounts paid must be returned to us irrespective of any agreement to the contrary, unless the Subordinated Notes so redeemed or repurchased have been replaced, with the prior approval of our competent supervisory authority, by own funds instruments of equal or higher quality at terms that are sustainable for our income capacity, or our competent supervisory authority has otherwise approved such redemption or repurchase.

14

Optional Redemption

We may redeem all, but not some, of the Subordinated Notes at our option on the Reset Date, upon the giving of a notice of redemption described below. The redemption price will be equal to 100% of the principal amount of the Subordinated Notes together with accrued interest to the Reset Date. We will only be permitted to redeem the Subordinated Notes with the prior approval of our competent supervisory authority and if, when and to the extent not prohibited by CRR/CRD as then in effect in the Federal Republic of Germany.

Notice of a redemption on the Reset Date will be given not less than 30 nor more than 60 days prior to the Reset Date, which date and the applicable redemption price will be specified in the notice. Notice to be given is detailed in the section “—Notices” below.

Tax Redemption

We may redeem all, but not some, of the Subordinated Notes at our option at any time prior to the Maturity Date, upon the giving of a notice of tax redemption as described below, if we determine that, as a result of:

• any change in or amendment to the laws, or any regulations or rulings promulgated under the laws of a relevant jurisdiction (as defined below), or of any political subdivision or taxing authority thereof or therein affecting taxation; or
• any change in or announcement of an official position regarding the application or interpretation of the laws, regulations or rulings referred to above,

in each case, which change or amendment becomes effective or, in the case of a change in or announcement of an official position, is announced, we have or there is a substantial probability that we will become obligated to pay Additional Amounts with respect to any of those Subordinated Notes as described above under “—Payment of Additional Amounts.” The redemption price will be equal to 100% of the principal amount of the Subordinated Notes together with accrued but unpaid interest to the date fixed for redemption. Any such redemption will be subject to the prior approval of our competent supervisory authority. In addition, we will only be permitted to redeem the Subordinated Notes if, when and to the extent not prohibited by CRR/CRD as then in effect in the Federal Republic of Germany.

If we elect to redeem the Subordinated Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date.

Prior to the giving of any notice of tax redemption, we will deliver to the Trustee:

• a certificate stating that we are entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to our right to so redeem have occurred; and
• an opinion of independent legal counsel satisfactory to the Trustee to the effect that we are entitled to effect the redemption based on the statement of facts set forth in the certificate;

provided that no notice of tax redemption may be given earlier than 60 calendar days prior to the earliest date on which we would be obligated to pay the additional amounts if a payment in respect of the Subordinated Notes were then due.

Notice of tax redemption will be given not less than 30 nor more than 60 calendar days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice. Notice to be given is detailed in the section “—Notices” below.

The term “relevant jurisdiction” as used herein means Germany, the United States or the jurisdiction of residence or incorporation of any successor corporation of ours.

15

Redemption due to a Capital Disqualification Event

We may redeem all, but not some, of the Subordinated Notes at our option at any time prior to the Maturity Date, upon the giving of a notice of redemption described below, if, at any time immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has occurred and is continuing. The redemption price will be equal to 100% of the principal amount of the Subordinated Notes together with accrued but unpaid interest to the date fixed for redemption. Any such redemption will be subject to the prior approval of our competent supervisory authority. In addition, we will only be permitted to redeem the Subordinated Notes if, when and to the extent not prohibited by CRR/CRD as then in effect in the Federal Republic of Germany.

“Capital Disqualification Event” shall be deemed to have occurred if, as a result of any amendment or supplement to, or change in, the Capital Regulations which are in effect at the Issue Date, the Subordinated Notes are fully excluded from Tier 2 Capital (as defined in the Capital Regulations) of the us and/or our subsidiaries.

“Capital Regulations” means, at any time, the regulations, requirements, guidelines and policies relating to capital adequacy adopted by bodies of the European Union or the Federal Republic of Germany or any other competent authority then in effect in the Federal Republic of Germany and applicable to us.

“CRD” means Directive No 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access of activity of credit institutions and the prudential supervision of credit institutions and investment firms, as amended, recast, supplemented or replaced from time to time.

“CRR” means Regulation (EU) No 575/2013 of the European Parliament and the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms (including any provisions of regulatory law supplementing this Regulation), as amended, recast, supplemented or replaced from time to time.

“CRR/CRD” means, taken together, (i) the CRR, (ii) the CRD, and (iii) any Capital Regulations relating thereto.

Notice of a redemption due to a Capital Disqualification Event will be given not less than 30 nor more than 60 calendar days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice. Notice to be given is detailed in the section “Notices” below.

If we elect to redeem the Subordinated Notes, they will cease to accrue interest from the redemption date, unless we fail to pay the redemption price on the payment date.

Repurchase

With the prior approval of our competent supervisory authority and to the extent we are permitted to do so under the terms of the Subordinated Notes and applicable law, including CRR/CRD as then in effect in the Federal Republic of Germany, we may from time to time purchase Subordinated Notes in the open market or by tender or by private agreement in any manner and at any price or at differing prices. We may, at our discretion or if required under applicable law or regulation, treat any Subordinated Notes that we have so purchased beneficially for our own account (other than in connection with dealing in securities) as cancelled, upon which they will no longer be issued and outstanding. Any such purchases are subject to the prior approval of our competent supervisory authority.

16

Ranking and Status

The Subordinated Notes constitute our direct, unconditional, unsecured and subordinated obligations and will be subordinate to the claims of our unsubordinated creditors (including claims against us under our unsubordinated non-preferred debt instruments within the meaning of Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz) (including our obligations under any such debt instruments that we issued before July 21, 2018 and that are subject to Section 46f(9) sentence 2 of the German Banking Act) or any successor provision thereof). They will rank at least on parity with the claims of the holders of all our other subordinated indebtedness, except that they will rank in priority to the claims of the holders of any of our subordinated indebtedness that by its express terms or by operation of law is stated to rank junior to the Subordinated Notes. Any right to set off any claims for interest, repayment and any other claims under the Subordinated Notes, which we refer to as “Payment Claims,” against claims of ours will be excluded (see “—Waiver of Right to Set-Off”). No collateral or guarantee will be given to secure Payment Claims. The Payment Claims will be subordinated in the event of our insolvency or liquidation to the claims of all other creditors which are not also subordinated (including claims against us under our unsubordinated non-preferred debt instruments within the meaning of Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz) (including our obligations under any such debt instruments that we issued before July 21, 2018 and that are subject to Section 46f(9) sentence 2 of the German Banking Act) or any successor provision thereof) and will, in any such event, only be satisfied after all such claims against us which are not subordinated have been satisfied.

Prior to our insolvency or liquidation, the Payment Claims will be subject to the relevant resolution laws and regulations as applicable to us from time to time, pursuant to which the Payment Claims may be subject to the powers exercised by our competent resolution authority to (i) write down, including write down to zero, the claims for payment of the principal amount, the interest amount or any other amount in respect of the Subordinated Notes; (ii) convert the Subordinated Notes into ordinary shares of (A) ours, (B) any entity of our group or (C) any bridge bank, or other instruments qualifying as common equity tier 1 capital (and the issue to or conferral on the holders (including the beneficial owners) of the Subordinated Notes of such ordinary shares or instruments); and/or (iii) apply any other resolution measure, including, but not limited to, (A) any transfer of the Subordinated Notes to another entity, (B) the amendment, modification or variation of the terms and conditions of the Subordinated Notes or (C) the cancellation of the Subordinated Notes, and no holder of the Subordinated Notes will have any claim against us in connection with or arising out of the application of any such resolution power.

Further Issuances

We may, from time to time, without the consent of the holders of the Subordinated Notes, issue additional notes under the Subordinated Indenture having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Subordinated Notes except for the price to the public and issue date. Any such additional notes, together with the Subordinated Notes, may constitute a single series of securities under the Subordinated Indenture, provided that if such additional notes have the same CUSIP, ISIN or other identifying number as the outstanding Subordinated Notes, such additional notes must either (i) be issued with no more than a de minimis amount of original issue discount for U.S. federal income tax purposes or (ii) be otherwise issued in a qualified reopening for U.S. federal income tax purposes. There is no limitation on the amount of notes or other debt securities that we may issue under the Subordinated Indenture.

Event of Default

An “Event of Default” with respect to the Subordinated Notes means the opening of insolvency proceedings against us by a German court having jurisdiction over us.

There are no other events of default under the Subordinated Notes. In particular, neither non-viability (as defined under the laws governing the supervision of financial institutions, as applicable in the Federal Republic of Germany) nor a Regulatory Bail-in in connection therewith will constitute an Event of Default with respect to the Subordinated Notes.

If an Event of Default occurs or is continuing, the Trustee or the holder or holders of not less than 33 1/3% in aggregate principal amount of all outstanding subordinated debt securities issued under the Base Indenture, voting as one class, by notice in writing to us, may declare the principal amount of the Subordinated Notes and interest accrued thereon to be due and payable immediately in accordance with the terms of the Subordinated Indenture.

17

If we fail to make payments of principal of, interest on, or other amounts owing under the Subordinated Notes when due for reasons other than (i) pursuant to the subordination provisions of the Subordinated Notes or (ii) due to a Regulatory Bail-in, we will be in default on our obligations under the Subordinated Indenture. In such case, the Trustee and the holders of the Subordinated Notes could take action against us, but they may not accelerate the maturity of the Subordinated Notes. If we fail to make any payments of principal of, interest on or other amounts owing under the Subordinated Notes when due (i) pursuant to the subordination provisions of the Subordinated Notes or (ii) due to a Regulatory Bail-in, the Trustee and the holders of the Subordinated Notes will not be permitted to take such action. Moreover, in the event of a Regulatory Bail-in, you may permanently lose the right to the affected amounts. Furthermore, if we become subject to German insolvency proceedings, the Trustee and holders of the Subordinated Notes will have no right to file a claim against us unless the competent insolvency court allows the filing of subordinated claims.

Upon the occurrence of any Event of Default or any default in the payment of principal of, interest on, or other amounts owing under the Subordinated Notes, we shall give prompt written notice to the Trustee. In accordance with the Subordinated Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the holders of the Subordinated Notes whether in connection with any breach by us of our obligations under the Subordinated Notes, the Subordinated Indenture or otherwise, by such judicial proceedings as the Trustee shall deem most effective, provided that we shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to principal or interest on the Subordinated Notes prior to any date on which the principal of, or any interest on, the Subordinated Notes would have otherwise been payable.

Other than the limited remedies specified above, no remedy against us shall be available to the Trustee or the holders of the Subordinated Notes whether for the recovery of amounts owing in respect of such Subordinated Notes or under the Subordinated Indenture or in respect of any breach by us of our obligations under the Subordinated Indenture or in respect of the Subordinated Notes, except that the Trustee and the holders shall have such rights and powers as they are required to have under the Trust Indenture Act, and provided that any payments are subject to the subordination provisions set forth in the Subordinated Indenture.

A “Regulatory Bail-in” means a subjection of the claims for payment of principal, interest or other amounts under the Subordinated Notes to a permanent reduction, including to zero, or a conversion of the Subordinated Notes, in whole or in part, into equity of ours, such as ordinary shares, in each case pursuant to German law.

Trustee and Paying Agent Indemnification Provisions

We have agreed to pay to the Trustee and Agent from time to time, and the Trustee and Agent shall be entitled to, the compensation agreed in writing between the us and the Trustee or Agent (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and we covenanted and agreed to pay or reimburse the Trustee, Agent and each predecessor Trustee and Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of the Indenture by pursuant to which the Subordinated Notes were issued (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconduct. We must also indemnify the Trustee, Agent and each predecessor Trustee and Agent and all of their respective officers, directors and employees, for and to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Subordinated Indenture or the trusts hereunder and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of liability in the premises. Our obligations to compensate and indemnify the Trustee, Agent and each predecessor Trustee and Agent and to pay or reimburse the Trustee, Agent and each predecessor Trustee and Agent for expenses, disbursements and advances shall constitute additional indebtedness hereunder and will survive the satisfaction and discharge of this Subordinated Indenture.

18

Notices

Notices to be given to holders of Subordinated Notes represented by a global note will be given only to the Depositary, as the registered holder, in accordance with its applicable policies as in effect from time to time. We expect that any such notices will be passed on by the Depositary to the beneficial owners of interests in the Subordinated Notes in accordance with the standard rules and procedures of the Depositary and its direct and indirect participants, including Clearstream, Luxembourg and the Euroclear operator. Notices to be given in respect of Subordinated Notes held in street name will be given only to the bank, broker or other financial institution in whose name the Subordinated Notes are registered, and not the owner of any beneficial interests. Notices to be given to holders of certificated (i.e., definitive) Subordinated Notes will be sent by mail to the respective addresses of the holders as they appear in the note register, and will be deemed given when mailed.

Modification of the Terms of the Subordinated Notes or Rights of Holders

Modifications without Consent of the Holders

We and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:

a) to evidence the succession of another corporation to us, or successive successions, and the assumption by the successor corporation of the covenants, agreements and our obligations pursuant to Article 9 of the Base Indenture;

b) to add to our covenants such further covenants, restrictions, conditions or provisions as we and the Trustee shall consider to be for the protection of the Holders of Subordinated Notes or Coupons;

c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provisions as we may deem necessary or desirable, provided that no such action shall adversely affect the interests of the Holders of the Subordinated Notes or Coupons;

d) to establish the forms or terms of Subordinated Notes of any series or of the Coupons appertaining to such Subordinated Notes as permitted by Sections 2.01 and 2.03 of the Base Indenture; and

e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Subordinated Notes of one or more series and to add to or change any of the provisions of the Base Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11 of the Base Indenture.

The Trustee is hereby authorized to join with us in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under the Base Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Subordinated Notes at the time outstanding, notwithstanding any of the provisions of Section 8.02 of the Base Indenture.

19

Modifications with Consent of the Holders

With the consent (evidenced as provided in Article 7 of the Base Indenture) of the Holders of not less than a majority in aggregate principal amount of the Subordinated Notes at the time Outstanding of all series affected by such supplemental indenture (voting as one class), we, when authorized by a resolution of our Board (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Base Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Subordinated Notes of each such series or of the Coupons appertaining to such Subordinated Note; provided, that no such supplemental indenture shall (a) (i) change the final maturity of any Subordinated Note, (ii) reduce the principal amount thereof, (iii) reduce the rate or change the time of payment of interest thereon, (iv) reduce any amount payable on redemption thereof, (v) make the principal thereof (including any amount in respect of original issue discount), or interest thereon payable in any coin or currency other than that provided in the Subordinated Notes and Coupons or in accordance with the terms thereof, (vi) modify or amend any provisions for converting any currency into any other currency as provided in the Subordinated Notes or Coupons or in accordance with the terms thereof, (vii) reduce the amount of the principal of an Original Issue Discount Security that would be provable in bankruptcy pursuant to Section 5.02, (viii) modify or amend any provisions relating to the conversion or exchange of the Subordinated Notes or Coupons for securities of ours or of other entities or other property (or the cash value thereof), including the determination of the amount of securities or other property (or cash) into which the Subordinated Notes shall be converted or exchanged, other than as provided in the antidilution provisions or other similar adjustment provisions of the Subordinated Notes or Coupons or otherwise in accordance with the terms thereof, (ix) alter the provisions of Section 11.11 or 11.13 of the Base Indenture or impair or affect the right of any Subordinated Note Holder to institute suit for the payment thereof or, if the Subordinated Notes provide therefor, any right of repayment at the option of the Subordinated Note Holder, (x) modify the provisions of the Base Indenture with respect to the subordination of the Subordinated Notes in a manner adverse to the Holders, in each case without the consent of the Holder of each Subordinated Note so affected; or (b) reduce the aforesaid percentage of Subordinated Notes of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of each Subordinated Note Holder so affected.

Upon our request, and upon the filing with the Trustee of evidence of the consent of the Holders of the Subordinated Notes as aforesaid and other documents, if any, required by Section 7.01 of the Base Indenture, the Trustee shall join with us in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under the Base Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Holders of the Subordinated Notes under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Notwithstanding the foregoing, any amendment made solely to conform the provisions of the Supplemental Subordinated Indenture to the description of the Subordinated Notes contained in our prospectus supplement dated May 21, 2013 will not be deemed to adversely affect the interests of the Holders of the Subordinated Notes.

Form, Transfer, Beneficial Ownership and Denomination of the Subordinated Notes

We issued the Subordinated Notes in fully registered, global (i.e., book-entry) form. Book-entry interests in the Subordinated Notes were issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof. The Subordinated Notes are represented by global securities in the name of Cede & Co., the nominee of the Depositary Trust Company (the “Depositary”). Beneficial interests in the Subordinated Notes are held through the Depositary and its participants.

20

Purchases of the Subordinated Notes under the Depositary’s system must be made by or through its direct participants, which will receive a credit for the Subordinated Notes on the Depositary’s records. The ownership interest of each actual purchaser of each Subordinated Note (the “beneficial owner”) is in turn to be recorded on the records of direct and indirect participants. Beneficial owners will not receive written confirmation from the Depositary of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participants through which the beneficial owner entered into the transaction. Transfers of ownership interests in the Subordinated Notes are to be made by entries on the books of direct and indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in Subordinated Notes, except in the event that use of the book-entry system for the Subordinated Notes is discontinued.

To facilitate subsequent transfers, all Subordinated Notes deposited with the Depositary are registered in the name of Cede & Co, or such other name as may be requested by the Depositary. The deposit of Subordinated Notes with the Depositary and their registration in the name of Cede & Co. or such other nominee of the Depositary do not effect any change in beneficial ownership. The Depositary has no knowledge of the actual beneficial owners of the Subordinated Notes; the Depositary’s records reflect only the identity of the direct participants to whose accounts the Subordinated Notes are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.

Waiver of Right to Set-Off

By accepting a Subordinated Note, each holder is deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Subordinated Note or the Subordinated Indenture (or between our obligations under or in respect of any Subordinated Note and any liability owed by a holder) that they might otherwise have against us, whether before or during our winding up or administration, and the claims of a holder of a Subordinated Note may not be set off against any of our claims.

Replacement of Subordinated Notes

At the expense of the holder, we may, in our discretion, replace any Subordinated Notes that become mutilated, destroyed, lost or stolen or are apparently destroyed, lost or stolen. The mutilated Subordinated Notes must be delivered to the trustee, the paying agent and the registrar or satisfactory evidence of the destruction, loss or theft of the Subordinated Notes must be delivered to us, the paying agent, the registrar and the trustee. At the expense of the holder, an indemnity that is satisfactory to us, the principal paying agent, the registrar, in the case of registered Subordinated Notes, and the Trustee may be required before a replacement Subordinated Note will be issued.

21

C. 4.50% Fixed Rate Subordinated Tier 2 Notes Due 2025

Terms defined within this subsection entitled “4.50% Fixed Rate Subordinated Tier 2 Notes Due 2025” are defined only with respect to this subsection. Certain terms, unless otherwise defined herein, have the meaning given to them in the relevant indenture and/or supplemental indenture (as applicable).

General

On April 1, 2015 (the “Issue Date”), we issued $1,500,000,000 aggregate principal amount of 4.50% fixed rate subordinated Tier 2 notes (the “Subordinated Notes”) due April 1, 2025 (the “Maturity Date”).

The Subordinated Notes were issued pursuant to a prospectus supplement dated March 27, 2015 and a prospectus dated September 28, 2012. The Subordinated Notes constitute a separate series of subordinated debt securities issued under a subordinated indenture (the “Subordinated Indenture”) comprising a base subordinated indenture (the “Base Indenture”) entered into on May 21, 2013, as supplemented by a second supplemental subordinated indenture (the “Supplemental Subordinated Indenture”) entered into on April 1, 2015, among us, Wilmington Trust, National Association, as trustee and Deutsche Bank Trust Company Americas, as initial principal paying agent, transfer agent and registrar and authenticating agent.

The Subordinated Notes and the Subordinated Indenture are governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions of each of the Subordinated Notes and the Subordinated Indenture, which are governed by and construed in accordance with German law.

Our Subordinated Notes are admitted to trade on the New York Stock Exchange under the trading symbol “DB 25”.

Trustee and Paying Agent Information

Wilmington Trust, National Association (the “Trustee”), acts as the trustee for the Subordinated Notes. The Trustee’s contact information is as follows: 116 Mercer Street, Suite 2 R, New York, New York 10012.

Deutsche Bank Trust Company Americas (“DBTCA” or the “Agent”) acts as initial principal paying agent, transfer agent and registrar for the Subordinated Notes. DBTCA is a wholly owned subsidiary of ours. DBTCA’s contact information is as follows: Deutsche Bank Trust Company Americas, Global Securities Services, Global Transaction Banking, 1 Columbus Circle, 17th Floor, Mail Stop: NYC01-1701, New York, New York 10019-8735.

Interest Payments on the Subordinated Notes

Subject to the imposition of any Resolution Measure (as defined below) or any redemption prior to the Maturity Date in the limited circumstances described in this section, the Subordinated Notes will bear interest from (and including) the Issue Date to (but excluding) the Maturity Date at a rate of 4.50% per year. Interest will be payable semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2015 (an “Interest Payment Date”). Interest on the Subordinated Notes will be computed on the basis of a 360-day year of twelve 30-day months. The regular record dates for the Subordinated Notes will be the Business Day immediately preceding the relevant Interest Payment Date.

If any scheduled Interest Payment Date is not a Business Day, we will pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, we may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment.

“Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in New York City and London.

22

Payment of principal of, interest on and other amounts owing under the Subordinated Notes, so long as the Subordinated Notes are represented by global securities, will be made to the account of the Depositary, as holder of the global notes, by wire transfer of immediately available funds. We expect that the Depositary, upon receipt of any payment, will immediately credit its participants’ accounts in amounts proportionate to their respective beneficial interests in the global notes as shown on the records of the Depositary. We also expect that payments by the Depositary’s participants to owners of beneficial interests in the global notes will be governed by standing customer instructions and customary practices and will be the responsibility of those participants.

Resolution Measures

References to “you” in this subsection “—Resolution Measures” means the holders of the Subordinated Notes (including the beneficial owners). “Beneficial owner” means (i) if any Subordinated Notes are in global form, the beneficial owners of such Subordinated Notes (and any interest therein) and (ii) if any securities are in definitive form, the holders in whose name such Subordinated Notes are registered in the security register, and any beneficial owners holding an interest in such Subordinated Notes in definitive form.

By acquiring any Subordinated Notes, holders are bound by and are deemed to have consented to the imposition of any Resolution Measure (as defined below) by our competent resolution authority.

Under the relevant resolution laws and regulations as applicable to us from time to time, the Subordinated Notes may be subject to the powers exercised by our competent resolution authority to:

• write down, including write down to zero, the claims for payment of the principal amount, the interest amount or any other amount in respect of the Subordinated Notes;
• convert the Subordinated Notes into ordinary shares of (A) ours, (B) any entity of our group or (C) any bridge bank, or other instruments qualifying as common equity tier 1 capital (and the issue to or conferral on the holders (including the beneficial owners) of the Subordinated Notes of such ordinary shares or instruments); and/or
• apply any other resolution measure, including, but not limited to, (i) any transfer of the Subordinated Notes to another entity, (ii) the amendment, modification or variation of the terms and conditions of the Subordinated Notes or (iii) the cancellation of the Subordinated Notes.

We refer to each of these measures as a “Resolution Measure.” Resolution Measures include, among others, the measures generally referred to within the meaning of the “bail-in tool” under the Bank Recovery and Resolution Directive as implemented by the Resolution Act. For the avoidance of doubt, any non-payment by us arising out of any such Resolution Measure will not constitute a failure by us under the terms of the Subordinated Notes or the Subordinated Indenture to make a payment of principal of, interest on, or other amounts owing under the Subordinated Notes.

The term “competent resolution authority” means any authority with the ability to exercise a Resolution Measure.

The terms and conditions of the Subordinated Notes will continue to apply in relation to the residual principal amount of, or outstanding amount payable in respect of, the Subordinated Notes, subject to any modification of any amount of interest payable to reflect the reduction of the principal amount, and any further modification of the terms that our competent resolution authority may decide in accordance with applicable laws and regulations relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the Federal Republic of Germany.

No repayment of any then-current principal amount of the Subordinated Notes or payment of interest or any other amount thereon (to the extent of the portion thereof affected by the imposition of a Resolution Measure) shall become due and payable after the imposition of any Resolution Measure by our competent resolution authority, unless such repayment or payment would be permitted to be made by us under the laws and regulations of the Federal Republic of Germany then applicable to us.

23

Upon the imposition of a Resolution Measure by our competent resolution authority with respect to the Subordinated Notes, we will provide a written notice directly to the holders in accordance with the Subordinated Indenture as soon as practicable regarding such imposition of a Resolution Measure by a competent resolution authority for purposes of notifying holders of such occurrence. We will also deliver a copy of such notice to the Trustee and the agents for information purposes, and the Trustee and the agents will be entitled to rely, and will not be liable for relying, on our competent resolution authority and the Resolution Measure identified in such notice. Any delay or failure by us to give notice will not affect the validity or enforceability of any Resolution Measure nor the effects thereof on the Subordinated Notes.

If we have elected to redeem any Subordinated Notes but our competent resolution authority has imposed a Resolution Measure with respect to the Subordinated Notes prior to the payment of the redemption amount for the Subordinated Notes, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.

Upon the imposition of any Resolution Measure by our competent resolution authority, the Trustee will not be required to take any further directions from holders of the Subordinated Notes under Section 5.09 of the Base Indenture, which section authorizes holders of a majority in aggregate principal amount of the Subordinated Notes at the time outstanding to direct certain actions relating to the Subordinated Notes, and if any such direction was previously given under Section 5.09 of the Base Indenture to the Trustee by the holders, it will automatically cease to be effective, be null and void and have no further effect.

The Subordinated Indenture shall impose no duties, obligations or liabilities upon the Trustee or the agents whatsoever with respect to the imposition of any Resolution Measure by our competent resolution authority, and the Trustee and the agents will be fully protected in acting or refraining from acting in accordance with a Resolution Measure. Notwithstanding the foregoing, if, following the completion of the imposition of a Resolution Measure by our competent resolution authority, the Subordinated Notes remain outstanding (for example, if the imposition of a Resolution Measure results in only a partial write-down of the principal of the Subordinated Notes), then the Trustee’s and the agents’ duties under the Subordinated Indenture will remain applicable with respect to the Subordinated Notes following such completion to the extent that we, the Trustee and agents agree pursuant to a supplemental indenture, unless we, the Trustee and the agents agree that a supplemental indenture is not necessary.

If our competent resolution authority imposes a Resolution Measure with respect to less than the total outstanding principal amount of the Subordinated Notes, unless the Trustee or the agents are otherwise instructed by us or our competent resolution authority, any cancellation, write-off or conversion into equity made in respect of the Subordinated Notes pursuant to the Resolution Measure will be made on a substantially pro rata basis among the Subordinated Notes.

Deemed Agreement to Resolution Measures

By your acquisition of the Subordinated Notes, you are deemed irrevocably to have agreed, and you will agree:

• to be bound by any Resolution Measure;
• that you will have no claim or other right against us arising out of any Resolution Measure; and
• that the imposition of any Resolution Measure will not constitute a default or an event of default (i) under the Subordinated Notes, (ii) under the Subordinated Indenture or (iii) for the purpose of the Trust Indenture Act (including, without limitation, Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act).

By your acquisition of the Subordinated Notes, you have waived, to the fullest extent permitted by the Trust Indenture Act and applicable law, any and all claims against the Trustee and the agents for, have agreed not to initiate a suit against the Trustee or the agents in respect of, and have agreed that the Trustee and agents will not be liable for, any action that the Trustee or any of the agents takes, or abstains from taking, in either case in accordance with the imposition of a Resolution Measure by our competent resolution authority with respect to the Subordinated Notes.

24

By your acquisition of the Subordinated Notes, you are deemed irrevocably to have (i) consented to the imposition of any Resolution Measure as it may be imposed without any prior notice by our competent resolution authority of its decision to exercise such power with respect to the Subordinated Notes and (ii) authorized, directed and requested the Depositary and any direct participant in the Depositary or other intermediary through which you hold such Subordinated Notes to take any and all necessary action, if required, to implement the imposition of any Resolution Measure with respect to the Subordinated Notes as it may be imposed, without any further action or direction on your part or on the part of the Trustee or the agents.

Payment of Additional Amounts

All amounts payable in respect of the Subordinated Notes will be made without deduction or withholding for or on account of any present or future taxes, duties or governmental charges of any nature whatsoever imposed or levied by way of deduction or withholding by or on behalf of the Federal Republic of Germany or any political subdivision or any authority thereof or therein having power to tax (“Withholding Taxes”), unless such deduction or withholding is required by law.

In such event, we will, to the fullest extent permitted by law, pay such additional amounts of principal and interest (which we refer to as “Additional Amounts”) as will be necessary in order that the net amounts received by the holders, after such withholding or deduction, will equal the respective amounts which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes, duties or governmental charges which:

• are payable by any person acting as custodian bank or collecting agent on your behalf, or otherwise in any manner which does not constitute a deduction or withholding by us from payments of principal or interest made by us; or
• are payable by reason of your having, or having had, some personal or business connection with the Federal Republic of Germany and not merely by reason of the fact that payments in respect of the Subordinated Notes are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in, the Federal Republic of Germany; or
• are deducted or withheld pursuant to (i) any European Union Directive or Regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Federal Republic of Germany or the European Union is a party; or
• any provision of law implementing, or complying with, or introduced to conform with, such Directive, Regulation, treaty or understanding; or
• are presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that you would have been entitled to additional amounts on presenting the same for payment on the last day of the period of 30 days assuming that day to have been a Business Day; or
• are withheld or deducted in relation to a Subordinated Note that is presented for payment by or on your behalf if you would have been able to avoid such withholding or deduction by presenting the relevant Subordinated Note to another paying agent in a member state of the European Union; or
• are deducted or withheld by a paying agent from a payment if the payment could have been made by another paying agent without such deduction or withholding; or
• would not be payable if the Subordinated Notes had been kept in safe custody with, and the payments had been collected by, a banking institution; or
• are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and notice thereof is given in accordance with the Notices section below, whichever occurs later.

“Relevant Date” means the date on which the payment first becomes due but, if the full amount payable has not been received by the paying agent on or before the due date, it means the date on which, the full amount having been so received.

25

Moreover, all amounts payable in respect of the Subordinated Notes will be made subject to compliance with Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (the “Code”, commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) and any applicable agreement described in Section 1471(b) of the Code. We will have no obligation to pay additional amounts or otherwise indemnify you in connection with any such compliance with the Code.

Redemption

Unless previously redeemed or purchased and cancelled, the Subordinated Notes will be redeemed on the Maturity Date at 100% of their principal amount together with any accrued and unpaid interest to (but excluding) the Maturity Date.

Tax Redemption

Subject to the prior consent of our competent supervisory authority, we may redeem all, but not some, of the Subordinated Notes, at any time at our option, at 100% of their principal amount together with any accrued and unpaid interest to (but excluding) the date set for redemption if, as a result of any change in, or amendment to, the laws or regulations prevailing in the Federal Republic of Germany or the United States, which becomes effective on or after the Issue Date, or as a result of any application or official interpretation of such laws or regulations not generally known before the Issue Date, Withholding Taxes are or there is a substantial probability that they will be leviable on payments of principal or interest in respect of the Subordinated Notes, and such Withholding Taxes would be payable by us as a result of our obligation to pay Additional Amounts, as described above. We may exercise such redemption right on giving not less than 30 days’ notice to the holders of the Subordinated Notes. No such notice of redemption will be given earlier than 90 days prior to the earliest date on which we would be obligated to withhold or pay Withholding Taxes, were a payment in respect of the Subordinated Notes then made.

Redemption for Regulatory Reasons

Subject to the prior consent of our competent supervisory authority, we may redeem all, but not some, of the Subordinated Notes, at any time at our option, at 100% of their principal amount together with any accrued and unpaid interest to (but excluding) the date set for redemption if we determine, in our own discretion, that (i) we may not treat the Subordinated Notes in their full aggregate principal amount as Tier 2 capital for the purposes of our own funds in accordance with applicable law, other than for reasons of an amortization in accordance with Article 64 of the Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (CRR), or (ii) we are subject to any other form of a less advantageous regulatory own funds treatment with respect to the Subordinated Notes than was the case as of the Issue Date. Notice of such redemption will be given to the holders of the Subordinated Notes upon not less than 30 and not more than 60 days prior to the date of redemption. Any such notice will be given in accordance with the section “—Notices” below, only after our having received the consent of our competent supervisory authority. Subject to the provisions described in the section “—Resolutions Measure”, notice will be irrevocable and shall state the date set for redemption and the reason for redemption.

Repurchase

Any redemption or repurchase of the Subordinated Notes prior to their scheduled maturity will require the prior consent of our competent supervisory authority. If the Subordinated Notes are redeemed or repurchased by us otherwise than in the circumstances described in “—Redemption”, then the amounts redeemed or paid must be returned to us irrespective of any agreement to the contrary unless our competent supervisory authority has given its consent to such early redemption or repurchase.

Subject to the limits described above and only if, when and to the extent that any such purchase is not prohibited by applicable capital regulations, we may at any time purchase Subordinated Notes in the open market or otherwise and at any price. Subordinated Notes purchased by us may, at our option, be held, resold or surrendered to the agents for cancellation.

26

Ranking and Status

The Subordinated Notes constitute our direct, unconditional, unsecured and subordinated obligations and will be subordinate to the claims of our unsubordinated creditors (including claims against us under our unsubordinated non-preferred debt instruments within the meaning of Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz) (including our obligations under any such debt instruments that we issued before July 21, 2018 and that are subject to Section 46f(9) sentence 2 of the German Banking Act) or any successor provision thereof). They will rank at least on parity with the claims of the holders of all our other subordinated indebtedness, except as otherwise provided by applicable law or the terms of any such other indebtedness, and in particular, they will rank in priority to the claims of the holders of any of our subordinated indebtedness that by its express terms or by operation of law is stated to rank junior to the Subordinated Notes. Any right to set off any claims for interest, repayment and any other claims under the Subordinated Notes, which we refer to as “Payment Claims,” against claims of ours will be excluded. No collateral or guarantee will be given to secure Payment Claims. The Payment Claims will be subordinated in the event of our insolvency or liquidation to the claims of all other creditors which are not also subordinated (including claims against us under our unsubordinated non-preferred debt instruments within the meaning of Section 46f(6) sentence 1 of the German Banking Act (Kreditwesengesetz) (including our obligations under any such debt instruments that we issued before July 21, 2018 and that are subject to Section 46f(9) sentence 2 of the German Banking Act) or any successor provision thereof) and will, in any such event, only be satisfied after all such claims against us which are not subordinated have been satisfied in full. No subsequent agreement may limit the subordination pursuant to the provisions set out in this paragraph or shorten the term of the Subordinated Notes or any applicable notice period.

Further Issuances

We may, from time to time, without the consent of the holders of the Subordinated Notes, issue additional notes under the Subordinated Indenture having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Subordinated Notes except for the price to the public and issue date. Any such additional notes, together with the Subordinated Notes, may constitute a single series of securities under the Subordinated Indenture, provided that if such additional notes have the same CUSIP, ISIN or other identifying number as the outstanding Subordinated Notes, such additional notes must either (i) be issued with no more than a de minimis amount of original issue discount for U.S. federal income tax purposes or (ii) be otherwise issued in a qualified reopening for U.S. federal income tax purposes. There is no limitation on the amount of notes or other debt securities that we may issue under the Subordinated Indenture.

Event of Default

An “Event of Default” with respect to the Subordinated Notes means the opening of insolvency proceedings against us by a German court having jurisdiction over us.

There are no other events of default under the Subordinated Notes. In particular, neither non-viability (as defined under the laws governing the supervision of financial institutions, as applicable in the Federal Republic of Germany) nor the imposition of a Resolution Measure will constitute an Event of Default with respect to the Subordinated Indenture or the Subordinated Notes.

If an Event of Default occurs or is continuing, the Trustee or the holder or holders of not less than 33 1/3% in aggregate principal amount of all outstanding subordinated debt securities issued under the Base Indenture, voting as one class, by notice in writing to us, may declare the principal amount of the Subordinated Notes and interest accrued thereon to be due and payable immediately in accordance with the terms of the Subordinated Indenture.

If we do not make payments of principal of, interest on, or other amounts owing under the Subordinated Notes when due for reasons other than (i) pursuant to the subordination provisions of the Subordinated Notes or (ii) due to a Resolution Measure, we will be in default on our obligations under the Subordinated Indenture. In such case, the Trustee and the holders of the Subordinated Notes may take action against us, but they may not accelerate the maturity of the Subordinated Notes. If we fail to make any payments of principal of, interest on or other amounts owing under the Subordinated Notes when due (i) pursuant to the subordination provisions of the Subordinated Notes or (ii) due to a Resolution Measure, the Trustee and the holders of the Subordinated Notes will not be permitted to take such action. Moreover, in the event of a Resolution Measure, you may permanently lose the right to the affected amounts, and you (including Beneficial Holders) will, by acquiring any Notes, be bound, and will be deemed to have consented. Furthermore, if we become subject to German insolvency proceedings, the Trustee and holders of the Subordinated Notes will have no right to file a claim against us unless the competent insolvency court allows the filing of subordinated claims.

27

Upon the occurrence of any Event of Default or any default in the payment of principal of, interest on, or other amounts owing under the Subordinated Notes, we will give prompt written notice to the Trustee. In accordance with the Subordinated Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the holders of the Subordinated Notes whether in connection with any breach by us of our obligations under the Subordinated Notes, the Subordinated Indenture or otherwise, by such judicial proceedings as the Trustee will deem most effective, provided that we will not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing or measured by reference to principal or interest on the Subordinated Notes prior to any date on which the principal of, or any interest on, the Subordinated Notes would have otherwise been payable.

Other than the limited remedies specified above, no remedy against us will be available to the Trustee or the holders of the Subordinated Notes whether for the recovery of amounts owing in respect of such Subordinated Notes or under the Subordinated Indenture or in respect of any breach by us of our obligations under the Subordinated Indenture or in respect of the Subordinated Notes, except that the Trustee and the holders will have such rights and powers as they are required to have under the Trust Indenture Act, and provided that any payments are subject to the subordination provisions of the Subordinated Notes and the Subordinated Indenture, and any Resolution Measure.

Trustee and Paying Agent Indemnification Provisions

We have agreed to pay to the Trustee and Agent from time to time, and the Trustee and Agent shall be entitled to, the compensation agreed in writing between the us and the Trustee or Agent (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and we covenanted and agreed to pay or reimburse the Trustee, Agent and each predecessor Trustee and Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of the Subordinated Indenture by pursuant to which the Subordinated Notes were issued (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconduct. We must also indemnify the Trustee, Agent and each predecessor Trustee and Agent and all of their respective officers, directors and employees, for and to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Subordinated Indenture or the trusts hereunder and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of liability in the premises. Our obligations to compensate and indemnify the Trustee, Agent and each predecessor Trustee and Agent and to pay or reimburse the Trustee, Agent and each predecessor Trustee and Agent for expenses, disbursements and advances shall constitute additional indebtedness hereunder and will survive the satisfaction and discharge of this Subordinated Indenture.

Notices

Notices to be given to holders of Subordinated Notes represented by a global note will be given only to the Depositary, as the registered holder, in accordance with its applicable policies as in effect from time to time. We expect that any such notices will be passed on by the Depositary to the beneficial owners of interests in the Subordinated Notes in accordance with the standard rules and procedures of the Depositary and its direct and indirect participants, including Clearstream, Luxembourg and the Euroclear operator. Notices to be given in respect of Subordinated Notes held in street name will be given only to the bank, broker or other financial institution in whose name the Subordinated Notes are registered, and not the owner of any beneficial interests. Notices to be given to holders of certificated (i.e., definitive) Subordinated Notes will be sent by mail to the respective addresses of the holders as they appear in the note register, and will be deemed given when mailed.

Modification of the Terms of the Subordinated Notes or Rights of Holders

Modifications without Consent of the Holders

We and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:

• a) to evidence the succession of another corporation to us, or successive successions, and the assumption by the successor corporation of the covenants, agreements and our obligations pursuant to Article 9 of the Base Indenture;

28

• b) to add to our covenants such further covenants, restrictions, conditions or provisions as we and the Trustee shall consider to be for the protection of the Holders of subordinated Notes or Coupons;

• c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provisions as we may deem necessary or desirable, provided that no such action shall adversely affect the interests of the Holders of the Subordinated Notes or Coupons;

• d) to establish the forms or terms of Subordinated Notes of any series or of the Coupons appertaining to such Subordinated Notes as permitted by Sections 2.01 and 2.03 of the Base Indenture; and

• e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Subordinated Notes of one or more series and to add to or change any of the provisions of the Base Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11 of the Base Indenture.

The Trustee is hereby authorized to join with us in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under the Base Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Subordinated Notes at the time outstanding, notwithstanding any of the provisions of Section 8.02 of the Base Indenture.

Modifications with Consent of the Holders

With the consent (evidenced as provided in Article 7 of the Base Indenture) of the Holders of not less than a majority in aggregate principal amount of the Subordinated Notes at the time Outstanding of all series affected by such supplemental indenture (voting as one class), we, when authorized by a resolution of our Board (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Base Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Subordinated Notes of each such series or of the Coupons appertaining to such Subordinated Note; provided, that no such supplemental indenture shall (a) (i) change the final maturity of any Subordinated Note, (ii) reduce the principal amount thereof, (iii) reduce the rate or change the time of payment of interest thereon, (iv) reduce any amount payable on redemption thereof, (v) make the principal thereof (including any amount in respect of original issue discount), or interest thereon payable in any coin or currency other than that provided in the Subordinated Notes and Coupons or in accordance with the terms thereof, (vi) modify or amend any provisions for converting any currency into any other currency as provided in the Subordinated Notes or Coupons or in accordance with the terms thereof, (vii) reduce the amount of the principal of an Original Issue Discount Security that would be provable in bankruptcy pursuant to Section 5.02, (viii) modify or amend any provisions relating to the conversion or exchange of the Subordinated Notes or Coupons for securities of ours or of other entities or other property (or the cash value thereof), including the determination of the amount of securities or other property (or cash) into which the Subordinated Notes shall be converted or exchanged, other than as provided in the antidilution provisions or other similar adjustment provisions of the Subordinated Notes or Coupons or otherwise in accordance with the terms thereof, (ix) alter the provisions of Section 11.11 or 11.13 of the Base Indenture or impair or affect the right of any Subordinated Note Holder to institute suit for the payment thereof or, if the Subordinated Notes provide therefor, any right of repayment at the option of the Subordinated Note Holder, (x) modify the provisions of the Base Indenture with respect to the subordination of the Subordinated Notes in a manner adverse to the Holders, in each case without the consent of the Holder of each Subordinated Note so affected; or (b) reduce the aforesaid percentage of Subordinated Notes of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of each Subordinated Note Holder so affected.

Upon our request, and upon the filing with the Trustee of evidence of the consent of the Holders of the Subordinated Notes as aforesaid and other documents, if any, required by Section 7.01 of the Base Indenture, the Trustee shall join with us in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under the Base Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

29

It shall not be necessary for the consent of the Holders of the Subordinated Notes under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Notwithstanding the foregoing, any amendment made solely to conform the provisions of the Supplemental Subordinated Indenture to the description of the Subordinated Notes contained our prospectus supplement dated March 27, 2015 will not be deemed to adversely affect the interests of the Holders of the Subordinated Notes.

Form, Transfer, Beneficial Ownership and Denomination of the Subordinated Notes

We issued the Subordinated Notes in fully registered, global (i.e., book-entry) form. Book-entry interests in the Subordinated Notes were issued in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof. The Subordinated Notes are represented by global securities in the name of Cede & Co., the nominee of the Depositary Trust Company (the “Depositary”). Beneficial interests in the Subordinated Notes are held through the Depositary and its participants.

Purchases of the Subordinated Notes under the Depositary’s system must be made by or through its direct participants, which will receive a credit for the Subordinated Notes on the Depositary’s records. The ownership interest of each actual purchaser of each Subordinated Note (the “beneficial owner”) is in turn to be recorded on the records of direct and indirect participants. Beneficial owners will not receive written confirmation from the Depositary of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participants through which the beneficial owner entered into the transaction. Transfers of ownership interests in the Subordinated Notes are to be made by entries on the books of direct and indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in Subordinated Notes, except in the event that use of the book-entry system for the Subordinated Notes is discontinued.

To facilitate subsequent transfers, all Subordinated Notes deposited with the Depositary are registered in the name of Cede & Co, or such other name as may be requested by the Depositary. The deposit of Subordinated Notes with the Depositary and their registration in the name of Cede & Co. or such other nominee of the Depositary do not effect any change in beneficial ownership. The Depositary has no knowledge of the actual beneficial owners of the Subordinated Notes; the Depositary’s records reflect only the identity of the direct participants to whose accounts the Subordinated Notes are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.

Waiver of Right to Set-Off

By accepting a Subordinated Note, each holder is deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Subordinated Note or the Subordinated Indenture (or between our obligations under or in respect of any Subordinated Note and any liability owed by a holder) that they might otherwise have against us, whether before or during our winding up or administration, and no holder may set off its claims arising under the Subordinated Notes against any of our claims.

Replacement of Subordinated Notes

At the expense of the holder, we may, in our discretion, replace any Subordinated Notes that become mutilated, destroyed, lost or stolen or are apparently destroyed, lost or stolen. The mutilated Subordinated Notes must be delivered to the trustee, the paying agent and the registrar or satisfactory evidence of the destruction, loss or theft of the Subordinated Notes must be delivered to us, the paying agent, the registrar and the trustee. At the expense of the holder, an indemnity that is satisfactory to us, the principal paying agent, the registrar, in the case of registered Subordinated Notes, and the Trustee may be required before a replacement Subordinated Note will be issued.

30

D. Series A Global Notes – DB Gold Linked Exchange Traded Notes

Terms defined within this subsection entitled “Series A Global Notes – DB Gold Linked Exchange Traded Notes” are defined only with respect to this subsection. Certain terms, unless otherwise defined herein, have the meaning given to them in the relevant indenture and/or supplemental indenture (as applicable).

General

Deutsche Bank AG, London Branch (“Deutsche Bank,” “we,” “us,” and “our”) offered three separate Exchange Traded Notes (the “Debt Securities”) pursuant to a pricing supplement dated February 27, 2008, a prospectus supplement dated November 13, 2006, and a prospectus dated October 10, 2006. The Debt Securities were also issued pursuant to a senior indenture (the “Base Indenture”), dated as of November 22, 2006, as supplemented by a third supplemental indenture dated January 1, 2016 (the “Third Supplemental Senior Indenture”), and a fourth supplemental indenture dated as of March 15, 2016 (the “Fourth Supplemental Senior Indenture”, together with the Base Indenture and the Third Supplemental Senior Indenture, the “Indenture”) among Deutsche Bank Aktiengesellschaft, Law Debenture Trust Company of New York (succeeded by Delaware Trust Company on December 15, 2016), as trustee, and Deutsche Bank Trust Company Americas, as paying agent, issuing agent and registrar (the “Indenture”). The following Debt Securities were admitted to trade on the NYSE Arca:

• $ 80,000,000 DB Gold Double Short Exchange Traded Notes due February 15, 2038 (“Gold Double Short ETNs”) (Trading Symbol: “DZZ”)
• $ 40,000,000 DB Gold Double Long Exchange Traded Notes due February 15, 2038 (“Gold Double Long ETNs”) (Trading Symbol: “DGP”)
• $ 20,000,000 DB Gold Short Exchange Traded Notes due February 15, 2038 (“Gold Short ETNs”) (Trading Symbol: “DGZ”)

The Gold Double Short ETNs include additional securities of the same series offered in offerings made around November 10, 2010 and August 26, 2011. The Gold Double Long ETNs include additional securities of the same series offered in an offering made around October 9, 2008.

The Debt Securities do not guarantee any return of principal at maturity and do not pay any interest during their term. Any payment at maturity or upon a repurchase at your option is subject to our ability to pay our obligations as they become due.

For each Debt Security, investors will receive a cash payment at maturity or upon repurchase by us, if any, linked to the month over month performance of the Deutsche Bank Liquid Commodity Index – Optimum Yield GoldTM (the “Index”), less an investor fee. The return on the Index is derived by combining the returns on two component indices: the DB 3-Month T-Bill Index and the Deutsche Bank Liquid Commodity Index – Optimum Yield GoldTM Excess Return (the “gold index”). The Gold Double Short ETNs and Gold Short ETNs offer investors short, or inverse, exposure to the gold index, meaning the value of the Gold Double Short ETNs and the Gold Short ETNs will increase with monthly depreciations and decrease with monthly appreciations of the gold index. Gold Double Long ETNs offer investors long exposure to the gold index, meaning the value of the Gold Double Long ETNs will increase with monthly appreciations and decrease with monthly depreciations in the gold index. In addition, Gold Double Short ETNs and Gold Double Long ETNs are two times leveraged with respect to the gold index and, as a result, will benefit from two times any beneficial, but will be exposed to two times any adverse, monthly performance of the gold index. We refer to the TBill index and the gold index each as a “sub-index” and together as “sub-indices.”

The Debt Securities and the Indenture are governed by, and construed in accordance with, the laws of the State of New York.

Trustee and Paying Agent Information

The trustee for the Debt Securities is Delaware Trust Company (the “trustee”). The contact information for the trustee is as follows: Delaware Trust Company, Attn: Corporate Trust Administration, Delaware Trust Company, 251 Little Falls Drive, Wilmington, DE 19808.

31

Deutsche Bank Trust Company Americas (“DBTCA”) acts as paying agent, issuing agent and registrar for the Debt Securities. DBTCA is a wholly owned subsidiary of ours and its contact information is as follows: Deutsche Bank Trust Company Americas, Global Securities Services, Global Transaction Banking, 1 Columbus Circle, 17th Floor, Mail Stop: NYC01-1701, New York, New York 10019-8735.

Payment at Maturity

A Holder of the Debt Securities (a “Holder”) who holds the Debt Securities to maturity, subject to our credit, will receive a payment per security, if any, that will depend on the month-over-month performance of the Index as reflected in the current principal amount and index factor for the particular offering of Debt Securities, reduced by the investor fee.

If the repurchase value on any trading day equals zero for a particular offering of Debt Securities, those Debt Securities will be automatically accelerated on that day for an amount equal to the zero repurchase value and the Holders will not receive any payment in respect of their investment.

At maturity, your payment per security, if any, will be calculated as:

Current principal amount × applicable index factor on the final valuation date × fee factor on the final valuation date

where,

32

For the initial calendar month, the gold index monthly initial level was equal to 98.05, the gold index closing level on the inception date. For each subsequent calendar month, the gold index monthly initial level is equal to the gold index closing level as of the opening of trading on the monthly reset date for that calendar month.

The gold index closing level is equal the closing level of the gold index as reported on Bloomberg page “DGLDIX <Index>”, subject to the occurrence of a market disruption event as described under “—Market Disruption Events”; provided that on any calendar day which is not a day on which the closing level of the gold index is published, the gold index closing level will equal such level on the immediately preceding trading day.

For the initial calendar month, the TBill index monthly initial level was equal to 233.8312, the TBill index closing level on the inception date. For each subsequent calendar month, the TBill index monthly initial level will equal the TBill index closing level as of the opening of trading on the monthly reset date for that calendar month.

The TBill index closing level will equal the closing level of the TBill index as reported on Bloomberg page “DBTRBL3M<Index>”, subject to the occurrence of a market disruption event as described under “—Market Disruption Events”.

The inception date is February 27, 2008.

The monthly reset date, for each calendar month, is the first calendar day of that month beginning on April 1, 2008 and ending on February 1, 2038.

33

The monthly valuation date, for each monthly reset date, is the last calendar day of the previous calendar month beginning on March 31, 2008 and ending on January 31, 2038.

The final valuation date is February 10, 2038.

The maturity date is February 15, 2038, subject to postponement in the event of a market disruption event as described under “—Market Disruption Events.”

The record date for the payment at maturity will be the final valuation date, whether or not that day is a business day.

A trading day is a day on which (i) the values of the sub-indices are published by us, (ii) trading is generally conducted on NYSE Arca and (iii) trading is generally conducted on the markets on which the futures contracts underlying the gold index are traded, in each case as determined by us, as calculation agent, in its sole discretion.

A business day is a Monday, Tuesday, Wednesday, Thursday or Friday on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in New York City.

Payment Upon Repurchase

Prior to maturity, a Holder may, subject to certain restrictions, offer for repurchase by us a minimum of 200,000 Debt Securities (or an integral multiple of 50,000 Debt Securities in excess thereof) from a single offering, except that, on the 15th calendar day of each month (or, if such 15th calendar day is not a Trading Day, the Trading Day immediately thereafter) a Holder of the Debt Securities may offer a minimum of 100 Debt Securities (or an integral multiple of 100 Debt Securities in excess thereof), to us for repurchase. The minimum number of Debt Securities a Holder may offer to us for repurchase and the minimum number of Debt Securities in excess thereof are referred to herein as the “Minimum Repurchase Amount” and the “Minimum Increment,” respectively. At any time, however, we shall have the sole discretion to reduce the then-current Minimum Repurchase Amount and Minimum Increment for any period of time. Any such reduction shall be applied on a consistent basis for all Holders of the Debt Securities at the time the reduction becomes effective. If a Holder complies with the repurchase procedures described below, we will be obligated to repurchase its Debt Securities, and on the applicable repurchase date, the Holder will receive in exchange for those Debt Securities it has selected for repurchase a cash payment per security equal to the repurchase value on the applicable trading day on which the Holder delivers an effective notice by 10 a.m. offering its Debt Securities for repurchase by us (a “valuation date”).

On any trading day, the repurchase value will equal:

Current principal amount x applicable index factor on the trading day x fee factor on the trading day

In the event that our payment upon repurchase is deferred beyond the original repurchase date as provided herein, no interest or other amount will accrue or be payable with respect to that deferred payment.

The Debt Securities are not redeemable at our option but may be accelerated if the repurchase value equals zero. The Debt Securities are not redeemable at our option but may be accelerated if the repurchase value equals zero.

Acceleration

Acceleration Upon Zero Repurchase Value

If the repurchase value on any trading day equals zero for a particular offering of Debt Securities, those Debt Securities will be automatically accelerated on that day for an amount equal to the zero repurchase value and the Holders will not receive any payment in respect of their investment. On each trading day (as defined below), the repurchase value will be equal to Current principal amount x applicable index factor on the trading day x fee factor on the trading day.

34

Default Amount on Event of Default Acceleration

If an event of default occurs and the maturity of the Debt Securities is accelerated, we will pay the default amount in respect of each security at maturity.

For the purpose of determining whether the Holders of the Debt Securities are entitled to take any action under the Indenture, we will treat the initial principal amount of each security outstanding as the principal amount of that security.

Default Amount

If a Holder of a security accelerates the maturity of the security upon an event of default, the amount payable upon acceleration will be the repurchase value determined by the calculation agent on the next trading day.

Market Disruption Events

A disrupted day is any trading day on which a market disruption event occurs or is continuing.

If any monthly valuation date, valuation date or the final valuation date (each, a “reference date”) is a disrupted day with respect to a sub-index, the closing level of such sub-index on the next succeeding trading day that is not a disrupted day will be deemed to be the closing level of such sub-index for such reference date; provided that if the ten successive trading days immediately following such reference date are all disrupted days, the calculation agent will determine, in its sole discretion, the closing level of such sub-index for such reference date on the tenth trading day immediately following such reference date, notwithstanding that such tenth trading day is a disrupted day.

If any valuation date or the final valuation date is a disrupted day with respect to either or both sub-indices and the date as of which the calculation agent determines the closing levels of both sub-indices falls less than three business days prior to the scheduled repurchase date corresponding to such valuation date or the maturity date, as applicable, such scheduled repurchase date or the maturity date, as applicable, will be postponed to the third business day following the date as of which the calculation agent has determined the closing levels of both sub-indices for such valuation date or the final valuation date, as applicable.

Any of the following will be a market disruption event:

• a material limitation, suspension or disruption in the trading of the underlying gold futures contract which results in a failure by the trading facility on which the relevant contract is traded to report a daily contract reference price (the price of the relevant contract that is used as a reference or benchmark by market participants);

• the daily contract reference price for the underlying gold futures contract is a “limit price”, which means that the daily contract reference price for such contract has increased or decreased from the previous day’s daily contract reference price by the maximum amount permitted under the applicable rules or procedures of the relevant trading facility;

• failure by the index sponsor to publish the closing value of the gold index or of the applicable trading facility or other price source to announce or publish the daily contract reference price for the underlying gold futures contract;

• any other event, if the calculation agent determines in its sole discretion that the event materially interferes with our ability or the ability of any of our affiliates to unwind all or a material portion of a hedge with respect to the securities that we or our affiliates have effected or may effect.

The following events will not be market disruption events:

• a limitation on the hours or number of days of trading on a trading facility on which the underlying gold futures contract is traded, but only if the limitation results from an announced change in the regular business hours of the relevant market; or

35

• a decision by a trading facility to permanently discontinue trading in the underlying gold futures contract.

Discontinuance or Modification of the Index

If the index sponsor discontinues compilation or publication of a sub-index and the index sponsor or any other person or entity (including us) calculates and publishes an index that the calculation agent determines is comparable to such discontinued sub-index and approves as a successor index, then the calculation agent will determine the level of the Index on any relevant date and the amount payable at maturity or upon repurchase by us by reference to such successor sub-index for the period following the discontinuation of the sub-index.

If the calculation agent determines that the publication of a sub-index is discontinued and that there is no applicable successor index, or that the closing level of the sub-index is not available for any reason other than a market disruption event, on the date on which the level of the sub-index is required to be determined, or if for any other reason (excluding a market disruption event) the sub-index is not available to us or the calculation agent on the relevant date, the calculation agent will determine the amount payable by a computation methodology that the calculation agent determines will as closely as reasonably possible replicate such sub-index.

If the calculation agent determines that either or both sub-indices, the components underlying either or both sub-indices (the “index components”) or the method of calculating either or both sub-indices has been changed at any time in any respect – including any addition, deletion or substitution and any reweighting or rebalancing of index components, and whether the change is made by the index sponsor under its existing policies or following a modification of those policies, is due to the publication of a successor index, is due to events affecting one or more of the index components, or is due to any other reason – then the calculation agent will be permitted (but not required) to make such adjustments to such sub-index or method of calculating such sub-index as it believes are appropriate to ensure that the level of such sub-index used to determine the amount payable on the maturity date or upon repurchase by us is equitable.

All determinations and adjustments to be made by the calculation agent with respect to the level of the sub-indices and the amount payable at maturity or upon repurchase by us or otherwise relating to the level of the sub-indices may be made in the calculation agent’s sole discretion.

Further Issuances

The Indenture does not limit the amount of additional indebtedness that we may incur. We may, from time to time, without the Holder’s consent, create and issue additional securities having the same terms and conditions as the Debt Securities. Such additional securities will be fungible with the outstanding Debt Securities.

However, we are under no obligation to sell additional securities at any time, and if we do sell additional securities, we may limit such sales and stop selling additional securities at any time. Furthermore, you should be aware that, unless we indicate otherwise, if we suspend selling additional securities, we reserve the right to resume selling additional securities at any time.

Event of Default

The Indenture provides Holders with remedies if we fail to perform specific obligations, such as making payments on the debt securities, or if we become bankrupt. Holders should review these provisions and understand which of our actions trigger an event of default and which actions do not. The Indenture permits the issuance of Debt Securities in one or more series, and, in many cases, whether an event of default has occurred is determined on a series by series basis.

An event of default is any one or more of the following events (each an “event of default”) having occurred and be continuing:

• default is made in the payment of principal, interest or premium in respect of such series of Debt Securities for 30 days;

36

• we fail to perform or observe any of our other obligations under the Debt Securities and such failure has continued for the period of 60 days following the service on us of notice by the trustee or Holders of 331/3% of such series requiring the same to be remedied, except that the failure to file with the trustee certain information required to be filed with the trustee pursuant to the Trust Indenture Act of 1939, as amended, will not constitute an event of default (although the trustee may bring suit to enforce such filing obligation); or
• a court in Germany opens insolvency proceedings against us or we apply for or institute such proceedings or offer or make an arrangement for the benefit or our creditors generally.

Indemnification of Trustee for Actions Taken on the Holder’s Behalf

The Indenture provides that the trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Debt Securities issued under that Indenture relating to the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred upon the trustee. In addition, the Indenture contains a provision entitling the trustee, subject to the duty of the trustee to act with the required standard of care during a default, to be indemnified by the Holders of Debt Securities issued under that Indenture before proceeding to exercise any right or power at the request of Holders. Subject to these provisions and some other limitations, the Holders of a majority in aggregate principal amount of each affected series of outstanding Debt Securities, voting as one class, may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee.

Limitation on Actions by the Holder as an Individual Holder

The Indenture provides that no individual Holder of Debt Securities may institute any action against us under that Indenture, except actions for payment of overdue principal and interest at maturity or upon acceleration, unless the following actions have occurred:

• the Holder must have previously given written notice to the trustee of the continuing default;
• the Holders of not less than a majority in aggregate principal amount of the outstanding Debt Securities of each affected series, treated as one class, must have (1) requested the trustee to institute that action and (2) offered the trustee reasonable indemnity;
• the trustee must have failed to institute that action within 60 days after receipt of the request referred to above; and
• the Holders of a majority in aggregate principal amount of the outstanding Debt Securities of each affected series, treated as one class, must not have given directions to the trustee inconsistent with those of the Holders referred to above.

The Indenture contains a covenant that we will file annually with the trustee a certificate of no default or a certificate specifying any default that exists.

Ranking and Status

The securities rank on a parity with all of our other senior indebtedness and with all of our other unsecured and unsubordinated indebtedness, except for debts required to be preferred by law.

Modification of the Terms of the Securities or Rights of Holders

Modification without Consent of Holders

We and the trustee may enter into supplemental indentures without the consent of the Holders of Debt Securities issued under the Indenture to:

37

• secure any senior debt securities;
• evidence the assumption by a successor corporation of our obligations;
• add covenants for the protection of the Holders of debt securities;
• cure any ambiguity or correct any inconsistency or manifest error;
• establish the forms or terms of debt securities of any series; or
• evidence the acceptance of appointment by a successor trustee.

Modification Requiring Consent of Each Holder

We and the trustee may not make any of the following changes to any outstanding debt security without the consent of each Holder that would be affected by such change:

• change the final maturity of such security;
• reduce the principal amount;
• reduce the rate or change the time of payment of interest;
• reduce any amount payable on redemption;
• change the currency in which the principal, including any amount of original issue discount, premium, or interest thereon is payable;
• modify or amend the provisions for conversion of any currency into another currency;
• reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy;
• alter the terms on which Holders of the Debt Securities may convert or exchange Debt Securities for other securities of ours or of other entities or for other property or the cash value of thereof, other than in accordance with the antidilution provisions or other similar adjustment provisions included in the terms of the Debt Securities;
• alter certain provisions of the applicable indenture relating to debt securities not denominated in U.S. dollars;
• impair the right of any Holder to institute suit for the enforcement of any payment on any debt security when due; or
• reduce the percentage of Debt Securities the consent of whose Holders is required for modification of the applicable indenture.

Modification with Consent of Holders of a Majority

We and the trustee may make any other change to the Indenture and to the rights of the Holders of the Debt Securities issued thereunder, if we obtain the consent of the Holders of not less than a majority in aggregate principal amount of all affected series of outstanding Debt Securities issued thereunder, voting as one class.

Form, Exchange and Transfer

The denomination and face amount of each security is $25. The Debt Securities have been and may be issued and sold over time at prices based on the indicative value of such Debt Securities at such times, which may be significantly higher or lower than the face amount.

38

Certificated (i.e., definitive) notes may be registered or transferred at the office of DBTCA, as our current transfer agent for the transfer and exchange of the Debt Securities. Only the depositary will be entitled to transfer and exchange the note as described in this subsection, because it will be the only Holder of the Debt Security. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.

39

Exhibit 4.6

Deutsche Bank

Human Resources

Deutsche Bank Equity Plan 2022

Plan Rules

1 Purpose

The Deutsche Bank Equity Plan is intended to motivate key employees by aligning the interests of employees of the DB Group with those of the shareholders and fostering a sense of employee ownership through awards linked directly to the Deutsche Bank share price.

Participants in the Plan are selected at the discretion of the Committee. Participation during one Plan year does not guarantee future participation.

2 Definitions

For the purposes of the Plan, the following terms shall have the meanings indicated:

"Acknowledgement" has the meaning given in Rule 4.11, and "Acknowledge" and "Acknowledged" shall be construed accordingly.

"Acquirer Entity" means the person, company or entity which, through acquisition, merger, spin-off, transfer, or other consolidation (or series thereof), shall be the legal successor to or owner (whether direct or indirect) of the DB business unit, Division or Subsidiary (or, if applicable, the part of the DB business unit or Division) in which the relevant Participant worked, or any of its Subsidiaries or Holding Companies or any Subsidiary of any such Holding Company.

"Agreed Termination" means a Participant ceasing to be a DB Employee following the resolution of an employment-related dispute, resolved by the execution of a settlement, separation or compromise agreement containing, among other things, a full release of claims against each DB Group Company by the Participant, and which is approved as an Agreed Termination by the Committee.

"Annual Award" means any Award referred to as an Annual Award in the Award Statement.

"Applicable DB Group Policy or Procedure" means any DB policy or procedure regarding: general accounting; application of accounting methodologies; approvals procedures; risk management; regulatory procedures or rules; any other financial or compliance matters; or conduct matters, including, but not limited to, Deutsche Bank's Code of Business Conduct and Ethics as amended from time to time (in each case of which the Participant knew or it would be reasonable to expect the Participant to have known).

"Award" means a conditional right to receive DB Shares following the Release Date granted pursuant to this Plan which may be an Annual Award, New Hire Award, Retention Award or Upfront Award. An Award does not give a Participant a right to subscribe for unissued DB Shares.

"Award Date" means the effective date of an Award, as shown on the Award Statement.

"Award Letter" means a letter issued by a DB Group Company at or around the time of an Award Statement, which may set out Performance Conditions in relation to an Award as provided in Rule 4.5, and which may in some cases supplement an Award Statement.

"Award Statement" means the statement provided to a Participant under Rule 4.3.

"Career Retirement" means voluntary termination of employment as a DB Employee by a Participant who has complete years of age plus number of complete years of service as a DB Employee equalling 60 or more ("Rule of 60"), provided however that the Participant must have five or more complete years of consecutive service (the "Consecutive Service Requirement") as a DB Employee on or before the most recent date of termination of employment and provided the Participant has made a valid Election to Career Retire in connection with the relevant Award. If the Consecutive Service Requirement is satisfied, the number of complete years of service used to calculate the Rule of 60 may also include any period of employment as a DB Employee prior to a break in continuous service. Where a Participant became a DB Employee as a result of a DB Group Company acquiring or merging with a company or other entity which employed the Participant, or acquiring a business in which the Participant was employed, continuous employment with that company or other entity, or in that business, ending with the date of acquisition or merger shall be treated for the purposes of this definition as service as a DB Employee, provided that the Participant has remained a DB Employee since the acquisition or merger.

"Cause" means in respect of the termination of a Participant's employment by any DB Group Company: (i) any act or omission or series of acts or omissions that, when taken together or alone, constitute a material breach of the terms and conditions of employment; (ii) the conviction of the Participant by a competent court of law of any crime (other than minor offences that do not adversely affect the business or reputation of any DB Group Company, as determined by the Committee in its sole discretion); (iii) unlawful, unethical or illegal conduct, or any misconduct by the Participant in connection with the performance of the Participant's duties as a DB Employee or conduct by the Participant otherwise in violation of the terms of the applicable employee handbook or other local policy or contractual documentation; (iv) knowingly failing or refusing to carry out specific lawful instructions from a DB Group Company (or a duly authorised employee or officer of such a company) relating to material matters or duties within the scope of the Participant's responsibilities for a DB Group Company; (v) committing any act involving dishonesty, fraud, misrepresentation, or breach of trust; or (vi) the issuance of any order or enforcement action against the Participant or against any DB Group Company in connection with the Participant's actions or omissions by any regulatory body with authority over the conduct of business by that DB Group Company where the issuance of that order or enforcement action impairs a) the financial condition or business reputation of the DB Group or any DB Group Company or b) the Participant's ability to perform the Participant's assigned duties (or would have done so if the Participant were still a DB Employee).

"Change of Control" means a change in the control of Deutsche Bank AG which shall occur if, by one or a series of transactions or events, a third party or a group of third parties acting together (directly or indirectly) acquires more than 50 percent of the issued share capital of Deutsche Bank AG and/or becomes entitled to exercise more than 50 percent of voting rights attributable to the issued share capital of Deutsche Bank AG. The Committee (as constituted before the relevant event) will determine, in its sole discretion, whether or not a Change of Control has occurred in accordance with this definition.

"Closing Price" means the closing price of DB Shares in the Xetra system (currently under "DBK GY"), or the closing price on such other exchange as may be determined by the Committee from time to time.

"Committee" means the Senior Executive Compensation Committee but may alternatively be the Management Board or any committee or other entity or persons designated by the Senior Executive Compensation Committee, the Management Board or these Plan Rules to act as the decisional body under this Plan (and, for the avoidance of doubt, the provisions of Rule 9 shall apply to any such entity or person). To the extent that matters are determined in relation to Awards made or to be made to members of the Management Board, the Committee means the Supervisory Board of Deutsche Bank or a duly authorised committee of the same.

"Competitive Services" means services that are substantially similar to any or all of the services provided by the Participant during the period that the Participant was a DB Employee, and are competitive with, or are intended to replace or serve as an alternative to, any services provided by the Division in which the Participant worked during that period. For the avoidance of doubt, as well as revenue generating roles, this includes services provided in infrastructure functions as well as any support roles and non-client facing roles.

"Compliance Department" means any applicable compliance department of the DB Group.

"Control Failure" means:

(a) a failure to take adequate steps to promptly identify, assess, report, escalate or address misconduct or risk (including without limitation regulatory, client, reputational, market and/or other risk);

(b) a failure to address, manage or remedy any control weaknesses identified by the DB Group or any regulator of which the Participant was aware (or could have been reasonably expected to be aware);

(c) a failure to draft, adopt, approve or implement internal financial and operational policies or procedures of the DB Group (or any DB Group Company) which would have provided for (i) the reliability and integrity of information, (ii) compliance with laws and regulations, (iii) safeguarding and accountability of assets, and/or (iv) preventing or detecting error or fraud.

"DB Employee" means a person employed by any DB Group Company.

"DB Group" means Deutsche Bank and each of its Subsidiaries.

"DB Group Company" means any company or other corporation in the DB Group.

"DB Share" means a registered share of Deutsche Bank AG, as listed and traded on the Frankfurt Stock Exchange - Xetra or other authorised exchanges, or any other shares which may replace them from time to time (whether in a successor corporation or otherwise).

"Delivery" means DB Shares forming all or part of an Award becoming held by the Nominee (on trust absolutely for the Participant or the Participant's Representative) or, if earlier, being transferred into the Participant's (or the Participant's Representative's) custody or brokerage account, or other settlement of the Award in accordance with Rules 6.6, 7.1(b) or 7.1(c), or being treated as Delivered in accordance with Rule 7.4. "Delivery Date" and "Delivered" shall be construed accordingly.

"Deutsche Bank" means Deutsche Bank AG and any successor corporation or other corporation into which Deutsche Bank AG is merged or consolidated or to which Deutsche Bank AG transfers or sells all or substantially all of its assets.

"Dividend Equivalents" has the meaning given in Rule 4.7.

2

"Division(s)" means the primary operational business areas of the DB Group, which include the core revenue generating areas and infrastructure and support areas, as established or adjusted by Deutsche Bank, in its discretion, from time to time. Each Division is divided into smaller operating business units.

"Election" or "Election to Career Retire" shall have the meaning given to that term in Rule 4.6 or Rule 4.7, as applicable.

"Financial Services" includes (without limitation) any (or any combination) of the following:

(a) commercial or retail banking;

(b) brokerage;

(c) wealth management;

(d) insurance, pension or lending services;

(e) financial, business, investment or economic advisory services (including raising or preserving capital or transitioning ownership of any asset);

(f) asset management;

(g) issuing, trading or selling instruments or other investments; and

(h) advising on or investing in private equity or real estate,

and also includes any other activities engaged in by any DB Group Company that the Committee considers constitute financial services.

"Financial Services Firm" means a business enterprise whose sole or primary function is the provision of Financial Services (whether to individuals, institutions or any other person or entity).

"Holding Company" of a company or entity means a company or entity of which the first company or entity is a Subsidiary.

"InstitutsVergV" means the German Remuneration Ordinance (Institutsvergütungsverordnung), as amended from time to time.

"Management Board" means the Management Board of Deutsche Bank (the Vorstand).

"Material Risk Taker" means a material risk taker (as determined by the DB Group in its sole discretion) having regard to InstitutsVergV or any other applicable regulation.

"New Hire Award" means an Award referred to as a New Hire Award in the Award Statement, usually being "buy-out", "replacement" or "sign-on" awards granted or issued in connection with the commencement of a Participant's employment as a DB Employee.

"Nominee" means the party authorised to hold DB Shares on trust absolutely for a Participant upon Delivery, being DB Group Services (UK) Ltd or such other party as may be appointed by the Committee from time to time.

"Participant" means any person to whom an Award has been made under the terms and conditions of this Plan for so long as that person has any rights under this Plan.

"Performance Condition" means a condition or conditions stated in the Award Statement for an Award or a Tranche of an Award, and/or the Award Letter, which determines the extent to which that Award or Tranche will Vest and/or become capable of settlement.

"Performance Period" means the period of time as referred to in InstitutsVergV (or any other applicable legislation) during which a Participant's performance is assessed for the purposes of determining the grant of an Award under InstitutsVergV, and "Performance Period in relation to which an Award is made" and similar phrases shall be interpreted accordingly.

"Plan" means the Deutsche Bank Equity Plan as governed by these Plan Rules.

"Plan Administrator" means DB Group Services (UK) Limited or any other person or entity appointed by the Committee for the purpose of administering the Plan as referred to in Rule 9.1.

"Plan Rules" or "Rules" means this document, including all applicable Schedules, which sets out the binding terms and conditions of the Plan (as amended from time to time pursuant to Rule 10).

"Proof of Certification" means any information deemed necessary or desirable by the Plan Administrator (i) to confirm a Participant's compliance with the terms and provisions of an Award; (ii) to enable the Plan Administrator to apply the terms and provisions of an Award; or (iii) to enable the Plan Administrator (or any DB Group Company) to comply with its obligations in relation to an Award, including, but not limited to: copies of tax returns and employment or payroll-related documentation, or any confirmation or agreement by a Participant deemed necessary or desirable by the Plan Administrator to carry out any of the Plan Rules or any other rule or regulation, as determined by the Plan Administrator (including without limitation confirmation or agreement that the Participant is bound by the Plan Rules in relation to an Award).

3

"Proprietary Information" means any information which is not publicly available (other than as a result of the Participant's action), including, without limitation, all financial or product information, business plans, client lists, compensation details or other confidential information, copyright, patent and design rights in any invention, design, discovery or improvement, model, computer program, system, database, formula or documentation, including information conceived, discovered or created during or in consequence of the Participant's employment as a DB Employee.

"Public Service Employee" means a person employed or engaged exclusively (i) in a business, industry, organisation or entity (excluding banks, sovereign wealth funds and other financial institutions, other than central banks and regulatory bodies), that is wholly owned or controlled by the government, whether at a national or local level; or (ii) by an organisation whose primary objective is something other than the generation of profit, such as a bona fide charitable institution; or (iii) as a teacher at a bona fide educational establishment.

"Public Service Retirement" means voluntary termination of employment as a DB Employee by a Participant to work as a Public Service Employee.

"Release Date" means:

(a) in relation to an Award with no Retention Period, the Vesting Date;

(b) in relation to an Award with a Retention Period, the last day of the Retention Period as stated in the Award Statement (or any earlier date on which the Retention Period ceases to apply under Rule 8), or, if later, the Vesting Date,

or, in each case, any later date on which it is determined that any applicable Performance Conditions are satisfied and, in each case, subject to any delay in the Release Date pursuant to Rule 6.6.

"Relevant Individual" in relation to a Significant Adverse Event means a DB Employee or a contingent worker engaged by a DB Group Company whose conduct is the subject of an internal investigation by a DB Group Company in connection with that Significant Adverse Event which results in disciplinary measures or sanctions against the Relevant Individual, or would have resulted in such measures or sanctions (as determined by the Committee in its absolute discretion) if, in the case of a former DB Employee, the Relevant Individual had not ceased to be a DB Employee or, in the case of a contingent worker or former contingent worker, the Relevant Individual had been a DB Employee subject to disciplinary measures or sanctions by a DB Group Company.

"Representative" means, in the case of death or Total Disability, the Participant's duly appointed beneficiary, legal representative or administrator, as applicable.

"Retention Award" means an Award referred to as a Retention Award in the Award Statement.

"Retention Award Event Date" means the date specified as such in the Award Letter.

"Retention Period" for certain Awards means the period commencing on the Vesting Date and ending on the Release Date (subject to the provisions of the Plan).

"Retirement" means retirement at pensionable age as determined in accordance with the pension plan arranged or provided by or in conjunction with a DB Group Company, of which the Participant is, or is eligible to be, a member, or where there is no such pension plan, retirement age as determined in accordance with the local policy of DB Group.

"Sales Price" means the price achieved (or that which would have been achieved if any DB Shares had been sold) for the sale of a DB Share on the relevant trading day for the purposes of Rule 7.4.

"Schedule" means any schedule to the Plan Rules approved by the Committee (as amended from time to time in accordance with Rule 10).

"Senior Executive Compensation Committee" means the committee delegated by the Management Board to govern this Plan.

"Significant Adverse Event" means an event (or series of events, in each case whether by any acts or omissions) that has resulted in any internal or external finding of misconduct or of risk (including without limitation regulatory, client, reputational, market and/or other risk), or financial loss (whether direct or indirect, and whether by way of a regulatory fine, sanction, action, or settlement, including any associated cost or otherwise), which, as determined by the Committee in its absolute discretion, is classified by the DB Group as being "Acute", "Severe" or "High" (or a similar level under any alternative categorisation in place from time to time) and which the Committee has determined in its absolute discretion has had or is likely to have an adverse effect on the DB Group, a DB Group Company, a Division or a business unit.

"Subsidiary" means a company or other entity in which a Holding Company has a direct or indirect controlling interest or equity or ownership interest which represents more than fifty percent (50%) of the aggregate equity or ownership interest in that company or entity.

4

"Sufficiently Proximate" to a Relevant Individual in relation to a Significant Adverse Event means a Participant who is:

(a) a legal, local or functional manager (or other equivalent manager type applicable at the time) of a Relevant Individual who is a DB Employee (the "First Level Manager"), or a DB sponsor of a Relevant Individual who is a contingent worker engaged by a DB Group Company (the "First Level Sponsor");

(b) a legal, local or functional manager (or other equivalent manager type applicable at the time) of a First Level Manager or First Level Sponsor of the Relevant Individual or the head of the business unit in which the Relevant Individual is employed or engaged;

(c) only in case of a Significant Adverse Event which is classified by the DB Group as being "Acute" (or a similar level under any alternative categorisation in place from time to time), the head of Division, the Chief Country Officer(s), the CEO or Chief Operating Officer(s) where the Relevant Individual works (or worked) or is engaged (or was engaged);

in each case, at the time when Significant Adverse Event(s) (or portion thereof), or the actions or omissions (in each case, or portions thereof) of the Relevant Individual contributing to the Significant Adverse Effect, occurred and regardless of whether the Participant was himself responsible for, or contributed to, the Significant Adverse Event, in any way other than being Sufficiently Proximate to a Relevant Individual.

"Supervisory Board of Deutsche Bank" means the board that oversees and advises the Management Board in its management of the business.

"Total Disability" means the Participant being prevented from engaging in any substantial gainful activity by physical or mental impairment that can be expected to either (i) result in death or (ii) last for a continuous period of not less than 12 months, as certified by the Committee, in its sole discretion.

"Tranche" means a portion of an Award as detailed on the Award Statement, which may be subject to different provisions related to Vesting and Retention Period (if applicable), and/or Performance Conditions, to other Tranches comprised within that Award.

"Upfront Award" means an Award referred to as an Upfront Award in the Award Statement which shall Vest at the Award Date but shall be subject to a Retention Period.

"Vest" means, in the context of an Award or a Tranche of an Award, to be no longer subject to the forfeiture provisions contained in these Plan Rules, except for those contained in Rules 4.9, 5.3(a), 5.3(g), 5.3(h), 5.3(i), 6.2, 6.3, 6.4, 6.5 (in relation to Upfront Awards only) and 6.7 as applicable. "Vesting" and "Vested" shall be construed accordingly. For the avoidance of doubt a Vested Award may continue to be subject to: (a) a Retention Period; and (b) lapse under Rule 4.5 where it has not yet been Delivered (in addition to forfeiture provisions not specifically mentioned in this definition).

"Vested Award" means an Award that has Vested.

"Vesting Date" means the date or dates set forth in the Award Statement upon which an Award or Tranche will Vest (subject to the satisfaction of any Performance Conditions to which Vesting is subject), provided that if Vesting has been accelerated or delayed under these Plan Rules, it shall mean the date of Vesting determined in accordance with the relevant Rule.

3 Interpretation

In this Plan, where the context permits:

(a) where an Award has been made in different Tranches, references to an Award shall be taken to refer to each Tranche separately; and

(b) words in the singular shall include the plural and vice versa.

The headings in the Rules are for the sake of convenience only and should be ignored when construing the Rules.

Each Award granted under the Plan is subject to the Plan Rules as modified by any Schedules which apply to that Award, in each case as amended from time to time in accordance with Rule 10.2.

4 Awards

4.1 Eligibility: Subject to the terms and conditions in these Plan Rules, the Committee may from time to time make Awards or permit Awards to be made by such other persons as it may determine to such DB Employees as the Committee shall select. In addition, in exceptional circumstances and to the extent permitted by law (and guidance from a regulator from time to time), the Committee may (but is not obliged to) make Awards, or permit Awards to be made by such other persons as it may determine, to a former DB Employee, where the reason for making the Awards relates to that former DB Employee's employment by a DB Group Company.

4.2 Terms of Awards: Subject to the terms and conditions in these Plan Rules, the Committee shall be entitled to determine the terms of Awards and the dates on which those Awards are made.

4.3 Award Statement: As soon as practicable after the Award Date, the Participant shall be issued an Award Statement in relation to the Award in such form as the Committee shall determine in its sole discretion. The Award Statement shall state (in relation to each Tranche of the Award where applicable):

5

(a) the Award Date;

(b) the number (or maximum number in the case of an Award subject to a Performance Condition) of DB Shares subject to the Award;

(c) the type of Award (Annual, New Hire, Retention or Upfront Award);

(d) the Vesting Date (assuming no acceleration or delay of the Vesting Date under these Plan Rules);

(e) the Retention Period, if the Award is subject to a Retention Period (assuming no early expiry of the Retention Period under Rule 8); and

(f) details of any Performance Conditions applicable to the Award (other than any such Performance Condition which is just detailed in the Award Letter).

4.4 Retention Period: If an Award is to be subject to a Retention Period, the Retention Period shall be determined by the Committee at the Award Date and will be stated on the Award Statement (subject to the application of these Rules). The Retention Period shall commence on the Vesting Date of the Award. If an Award is subject to a Retention Period, a Participant shall have no entitlement to receive DB Shares in respect of that Award before the end of the Retention Period.

4.5 Performance Conditions: Awards or Tranches of Awards may be made subject to Performance Conditions as approved by the Committee at the time the Award is made. Any such conditions will be detailed in the Award Statement and/or the Award Letter. The degree to which a Performance Condition is satisfied will determine the extent to which that Award or Tranche will Vest and/ or become capable of settlement, and the degree to which the Performance Condition is satisfied must be determined before the Award or relevant part of the Award Vests or becomes capable of settlement (as applicable). An Award shall lapse to the extent that it is determined that it is no longer capable of Vesting and/or settlement (as applicable) because the Performance Condition has not been satisfied in full. The Management Board may amend the Performance Conditions if circumstances exist such that the Management Board considers, in its sole discretion, that the existing Performance Conditions should be so amended to ensure that they remain appropriate or because of regulatory requirements. Notwithstanding the foregoing, in relation to an Award held by a member of the Management Board, the Management Board's decision is not binding and the Supervisory Board will decide in its full discretion on the confirmation of or the deviation from the Management Board's decision for purposes of these Awards; the decision of the Supervisory Board shall be final and binding.

4.6 Career Retirement Election – Annual Awards or Upfront Awards: The termination treatment in relation to Career Retirement set out in Rule 5.1(e) shall only apply to an Annual Award or Upfront Award (as applicable) if the Participant has notified the Plan Administrator during any time period required by the Plan Administrator in relation to that Award that the Participant intends to terminate employment as a DB Employee by reason of Career Retirement in accordance with the procedures established by the Plan Administrator for those purposes (an "Election" or an "Election to Career Retire"). An Election shall constitute a binding agreement that may only be modified pursuant to the terms and conditions in the Election. The Plan Administrator may require, among other things, one or more Elections to be made in relation to an Award and may set a time period after which an Election will expire. An Election shall not be treated as notice of termination of employment given by the Participant, however, a failure to make an Election may result in forfeiture of an Award on termination in circumstances where there would have been no such forfeiture had an Election been made.

4.7 Career Retirement Election – Retention Awards: The termination treatment in relation to Career Retirement set out in Rule 5.1(f) shall only apply to a Retention Award if the Participant has notified the Plan Administrator during any time period required by the Plan Administrator in relation to that Retention Award that the Participant intends to terminate employment as a DB Employee (such termination to take effect on or after the Retention Award Event Date) by reason of Career Retirement in accordance with the procedures established by the Plan Administrator for those purposes (an "Election" or an "Election to Career Retire"). An Election shall constitute a binding agreement that may only be modified pursuant to the terms and conditions in the Election. The Plan Administrator may require, among other things, one or more Elections to be made in relation to a Retention Award and may set a time period after which an Election will expire. An Election shall not be treated as notice of termination of employment given by the Participant, however, a failure to make an Election may result in forfeiture of a Retention Award on termination in circumstances where there would have been no such forfeiture had an Election been made.

4.8 Dividend Equivalents: If a dividend is declared in relation to DB Shares during the Retention Period of an Award (or after the date an Award would have Vested but for a delay in the Vesting Date pursuant to Rule 6.6 and before the Release Date), the Committee may in its sole discretion determine that a Dividend Equivalent shall apply to that Award. A Dividend Equivalent is a right to receive a cash payment or an award of additional DB Shares on the Release Date. The value of the Dividend Equivalent is based on the amount of dividends that would have been paid during the Retention Period (or the period from the original Vesting Date before any delay to the Release Date, as applicable) on the number of Vested DB Shares that remain subject to the Award at the Release Date (as it may be deferred or delayed), and may be settled in either cash or further DB Shares. The terms of Dividend Equivalents shall be determined by the Committee, and, subject to this determination by the Committee, the Plan Administrator shall determine the manner of calculation of the Dividend Equivalents. Dividend Equivalents shall be subject to the same provisions in these Rules as the underlying Award, including but not limited to suspension, forfeiture, lapse and clawback.

6

4.9 Non-transferable Awards: A Participant may not at any time before settlement in accordance with Rule 7 (whether before or after the Vesting Date) (i) transfer, assign, sell, pledge or grant to any person or entity any rights in respect of any Award (including a Vested Award), other than in the event of the death or Total Disability of the Participant; or (ii) enter into any transactions having the economic effect of hedging or otherwise offsetting the risk of price movements, or attempt to do so, with respect to all or part of the DB Shares subject to the Award. Unless the Plan Administrator or the Committee decides otherwise, any breach of this Rule 4.9 will result in the forfeiture by the Participant of the Participant's Award without any claim for compensation by the Participant or any Representative.

4.10 Compliance: The making of any Award is subject to any approvals or consents required under any applicable laws or regulations or by any governmental authority, the requirements of any exchange on which DB Shares are traded and any policy adopted by the Compliance Department.

4.11 Acknowledgement of Award: The Participant must acknowledge the Award and agree to be bound by and comply with the provisions of the Plan and any other terms contained in the Award Statement in relation to the Award ("Acknowledgement"). The procedure for Acknowledgement (including the period for doing so) will be communicated or made available to the Participant in such manner as the Committee or Plan Administrator may determine. An Award shall not Vest and shall not be Delivered, and no DB Group Company shall have any obligation to the Participant in relation to an Award, before it has been duly Acknowledged. If the Participant has not Acknowledged the Award in accordance with the specified procedure by the end of the period provided in that procedure, the Committee may in its sole discretion notify the Participant that the Award has lapsed, and neither the Participant nor any Representative shall have any claim for compensation in relation to that lapse. Following such lapse, the Participant will no longer be able to Acknowledge the Award, and no DB Group Company shall have any obligation to the Participant in relation to it.

4.12 Surrender of Award: A Participant may surrender an Award, a part of an Award or a Tranche of an Award at any time prior to the Release Date, and any Award (or part or Tranche of an Award) so surrendered shall (to the extent possible) be deemed never to have been made.

5 Impact of termination of employment

5.1 Termination resulting in continued Vesting: An Award will not be forfeited by reason of the Participant ceasing to be a DB Employee and will, if not Vested, continue to Vest in accordance with the Award Statement (subject to these Rules, in particular the forfeiture provisions of Rule 6) and will remain subject to any applicable Retention Period or Performance Conditions, if the Participant ceases to be a DB Employee for one of the following reasons:

(a) termination by a DB Group Company without Cause;

(b) redundancy;

(c) Agreed Termination;

(d) the Participant ceases to be employed as a DB Employee due to the sale, merger, spin-off, transfer, or other consolidation (or series thereof) outside of the DB Group of the DB business unit, Division or Subsidiary (or, if applicable, the part of the DB business unit or Division) in which the Participant worked, but excluding a sale or transfer by which Deutsche Bank is merged or consolidated or transfers or sells substantially all of its assets;

(e) in relation to Annual Awards and Upfront Awards only, Retirement, Career Retirement or Public Service Retirement; or

(f) in relation to Retention Awards, Retirement, Career Retirement or Public Service Retirement, where the Participant ceases to be a DB Employee on or after the Retention Award Event Date.

5.2 Termination upon death or Total Disability: If a Participant ceases to be a DB Employee due to death or Total Disability (documented to the reasonable satisfaction of the Plan Administrator), an Award which is not subject to a Retention Period or a Performance Condition will, subject to Rule 6.6, Vest in full (to the extent not previously Vested) on the next administratively possible Vesting Date for other Awards granted pursuant to the Plan following receipt of such documentation as the Plan Administrator may require to establish the entitlement of the Participant or the Representative claiming on behalf of the Participant.

If a Participant who has ceased to be a DB Employee subsequently dies, and at the time of death holds any Awards which are not subject to a Retention Period or a Performance Condition, those Awards will, subject to Rule 6.6, Vest in full (to the extent not previously Vested) on the next administratively possible Vesting Date for other Awards granted pursuant to the Plan following receipt of such documentation as the Plan Administrator may require to establish the entitlement of the Participant or the Representative claiming on behalf of the Participant.

Where an Award is subject to a Retention Period or a Performance Condition it will continue to Vest in accordance with the Award Statement and subject to these Plan Rules (including, without limitation, the forfeiture provisions of Rule 6), and will remain subject to any applicable Retention Period and Performance Condition.

7

5.3 Termination resulting in forfeiture: A Participant shall automatically forfeit Awards without any claim for compensation by the Participant or any Representative in the following circumstances:

(a) Awards which have not been Delivered shall be automatically forfeited if, at any time prior to Delivery, the Participant ceases to be a DB Employee by reason of termination for Cause as decided by a DB Group Company, which shall have full discretion to make a Cause determination;

(b) save as otherwise provided in Rule 5.1, Awards that have not Vested shall be automatically forfeited if, at any time prior to the Vesting Date, the Participant ceases to be a DB Employee as a result of the Participant resigning or the Participant terminating the Participant's employment with a DB Group Company for any reason (and, for the avoidance of doubt, where a Participant remains a DB Employee as at the Vesting Date, this Rule 5.3(b) shall not apply, notwithstanding, for example, that the Participant may have provided notice before the Vesting Date to terminate the Participant's employment after the Vesting Date or the Participant has provided notice of an intention to resign after the Vesting Date);

(c) without prejudice to the generality of Rule 5.3(b), an Annual Award that has not Vested shall be automatically forfeited if, at any time prior to the Vesting Date, a Participant who meets the Rule of 60 and Consecutive Service Requirement ceases to be a DB Employee as a result of the Participant resigning or the Participant terminating the Participant's employment with a DB Group Company for any reason in circumstances in which the Participant either failed to make an Election to Career Retire, or failed to respond to or follow the procedures outlined in Rule 4.6 or to submit an Election in accordance with those procedures in relation to such Annual Award and whose cessation of employment does not fall within the definition of Retirement, Public Service Retirement or Agreed Termination;

(d) without prejudice to the generality of Rule 5.3(b), a Retention Award that has not Vested shall be automatically forfeited if:

(i) at any time prior to the Retention Award Event Date, a Participant ceases to be a DB Employee as a result of the Participant resigning or the Participant terminating the Participant's employment with a DB Group Company for any reason (and regardless of whether or not the Participant meets the Rule of 60 or Consecutive Service Requirement) unless cessation of employment falls within the definition of Agreed Termination, or

(ii) at any time on or after the Retention Award Event Date and prior to the Vesting Date, a Participant who meets the Rule of 60 and Consecutive Service Requirement ceases to be a DB Employee as a result of the Participant resigning or the Participant terminating the Participant's employment with a DB Group Company for any reason in circumstances in which the Participant either failed to make an Election to Career Retire, or failed to respond to or follow the procedures outlined in Rule 4.7 or to submit an Election in accordance with those procedures in relation to such Retention Award and whose cessation of employment does not fall within the definition of Retirement, Public Service Retirement or Agreed Termination;

(e) Annual Awards that have not Vested shall be automatically forfeited if, following Public Service Retirement, the Participant ceases to be a Public Service Employee at any time prior to the Vesting Date for any reason other than death or Total Disability;

(f) Retention Awards that have not Vested shall be automatically forfeited if, following Public Service Retirement (which was on or after the Retention Award Event Date), the Participant ceases to be a Public Service Employee at any time prior to the Vesting Date for any reason other than death or Total Disability;

(g) save as otherwise provided in Rule 5.1, Upfront Awards shall be automatically forfeited if, at any time prior to the Release Date, the Participant ceases to be a DB Employee as a result of the Participant resigning or the Participant terminating the Participant's employment with a DB Group Company for any reason (and, for the avoidance of doubt, where a Participant remains a DB Employee as at the Release Date, this Rule 5.3(g) shall not apply, notwithstanding, for example, that the Participant may have provided notice before the Release Date to terminate the Participant's employment after the Release Date or the Participant has provided notice of an intention to resign after the Release Date);

(h) without prejudice to the generality of Rule 5.3(g), an Upfront Award shall be automatically forfeited if, at any time prior to the Release Date, a Participant who meets the Rule of 60 and Consecutive Service Requirement ceases to be a DB Employee as a result of the Participant resigning or the Participant terminating the Participant's employment with a DB Group Company for any reason in circumstances in which the Participant either failed to make an Election to Career Retire, or failed to respond to or follow the procedures outlined in Rule 4.6 or to submit an Election in accordance with those procedures in relation to such Upfront Award and whose cessation of employment does not fall within the definition of Retirement, Public Service Retirement or Agreed Termination; or

(i) Upfront Awards shall be automatically forfeited if, following Public Service Retirement, the Participant ceases to be a Public Service Employee at any time prior to the Release Date for any reason other than death or Total Disability.

8

6 General forfeiture and clawback

6.1 Forfeiture of all unvested Awards: In addition to the other forfeiture provisions contained in the Plan Rules, a Participant shall automatically forfeit any Awards that have not Vested, without any claim for compensation by the Participant or any Representative, if any of the following events or activities occurs at any time prior to the Vesting Date for that Award, during or following employment as a DB Employee (including in connection with or following any form of termination identified in Rules 5.1 or 5.2):

(a) the Participant directly or indirectly solicits or entices away, or endeavours to solicit or entice away any individual person who is employed or engaged by any DB Group Company and, if following the termination of the Participant's employment as a DB Employee, with whom the Participant has had business dealings during the course of the Participant's employment in the 12 months immediately prior to the termination date;

(b) the Participant solicits, directly or indirectly, any company, entity or individual who was a customer or client of any DB Group Company and, if following the termination of the Participant's employment as a DB Employee, with whom the Participant has had business dealings during the course of the Participant's employment in the 12 months immediately prior to the termination date in order to provide Competitive Services to such company, entity or individual;

(c) the Participant directly or indirectly obtains, uses, discloses or disseminates Proprietary Information to any other company, individual or entity or otherwise employs Proprietary Information, except as specifically required in the proper performance of the Participant's duties for any DB Group Company;

(d) the Participant acts in a manner that is prejudicial to the reputation of the DB Group or any DB Group Company;

(e) the Participant or any Representative is responsible for any act or omission that breaches the terms of any agreement into which the Participant has entered with any DB Group Company, including any Election agreement, settlement or separation agreement or compromise agreement; or

(f) the Participant fails to provide, if asked, Proof of Certification, in accordance with Rule 7.6.

6.2 Forfeiture of all undelivered Awards: In addition to the other forfeiture provisions contained in the Plan Rules, the Committee may, in its sole discretion, determine that a Participant shall forfeit such proportion (up to and including 100%) of any Award which has not been Delivered as may be determined by the Committee in its sole discretion without any claim for compensation by the Participant or any Representative in the following circumstances:

(a) where a Participant engages in any conduct at any time prior to the Delivery Date, including prior to the Award Date, that:

(i) breaches any Applicable DB Group Policy or Procedure;

(ii) breaches any applicable laws or regulations imposed other than by the DB Group or any DB Group Company; or

(iii) constitutes a Control Failure, whether arising by act or omission (or series of acts or omissions), whether in whole or in part, directly or indirectly;

in each case, where that conduct is the subject of an internal investigation by a DB Group Company or of an investigation by a regulatory or law enforcement body and it results in disciplinary measures or sanctions against the Participant or a DB Group Company (which, for the avoidance of doubt, shall include any significant supervisory measure imposed on DB Group or any DB Group Company) or would have resulted in such measures or sanctions if the Participant had not ceased to be a DB Employee (or ceased to be an employee of a specific DB Group Company whilst remaining a DB Employee);

(b) where:

(i) the grant or Vesting of that Award was based on a performance measure or measures or on assumptions that are later determined to be materially inaccurate (regardless of whether any relevant measures or assumptions were communicated to the Participant); or

(ii) the grant, vesting or settlement of any other award made to the Participant (whether under the Plan, other compensation plans or other bonus or incentive arrangements, and whether delivered or not) was based on a performance measure or measures or on assumptions that are later determined to be materially inaccurate (regardless of whether any relevant measures or assumptions were communicated to the Participant);

(c) where a Significant Adverse Event occurs, and the Committee considers the Participant to be Sufficiently Proximate to a Relevant Individual in relation to that Significant Adverse Event; or

9

(d) where the Committee determines, in its sole discretion, that forfeiture is required on the basis of prevailing regulatory requirements (which includes any legislation or guidance published by a regulator from time to time). For the avoidance of doubt, this includes (but is not limited to) having regard to sections 7 of InstitutsVergV and 45 para. 2 sentence 1 no. 5a, 6 of the German Banking Act (Kreditwesengesetz) (as may be amended, modified or replaced from time to time), including any order made by the German Federal Financial Supervisory Authority (BaFin) or any other competent regulatory authority in relation to such regulatory requirements.

Forfeiture under this Rule 6.2 may occur either before or after the Participant ceases to be a DB Employee for any reason.

6.3 Forfeiture for behaviour amounting to Cause: A Participant shall automatically forfeit any Awards which have not been Delivered if:

(a) during the Participant's employment as a DB Employee, the Participant is responsible for an act or omission, or a series of acts or omissions, which amounted to behaviour listed in the definition of Cause in Rule 2, whether or not the employment is terminated as a result of those acts or omissions.

(b) after the termination of the Participant's employment as a DB Employee (for whatever reason), it is determined that the Participant was responsible for an act or omission, or a series of acts or omissions, while a DB Employee which gave rise to a right on the part of any DB Group Company to terminate the Participant's employment for Cause, even if that right was not exercised; or

(c) after the termination of the Participant's employment as a DB Employee, the Participant is responsible for an act or omission, or a series of acts or omissions, which would have given rise to a right on the part of any DB Group Company to terminate the Participant's employment for Cause had the Participant been a DB Employee at the time of the acts or omissions,

in each case whether or not any DB Group Company or any officer or employee of any DB Group Company knew at the time of the act or omission, or series of acts or omissions, that the relevant right had arisen or would arise. Neither the Participant nor any Representative shall have any claim for compensation in relation to any forfeiture under this Rule 6.3.

6.4 Failure to provide details of brokerage or custody account: If an Award is to be Delivered (or has been Delivered to the Nominee) in DB Shares or other securities, and, if required by the Plan Administrator, the Participant has not provided details of a valid brokerage or custody account in accordance with Rule 7.3, the Committee may in its sole discretion at any time before the transfer of the relevant shares or securities to such an account (whether before or after Delivery of the Award) forfeit that Award (and/or the shares or securities Delivered to the Nominee pursuant to it), and neither the Participant nor any Representative shall have any claim for compensation in relation to that forfeiture against any DB Group Company or the Nominee (as applicable). Following any such forfeiture of shares or securities which have been Delivered to the Nominee, the Participant shall no longer have any beneficial interest in those shares or securities.

6.5 Forfeiture following Retirement, Career Retirement or Public Service Retirement: Following Retirement, Career Retirement or Public Service Retirement, a Participant shall automatically forfeit without any claim for compensation by the Participant or any Representative any Awards that have not Vested and any Upfront Awards if the Participant is employed or engaged in any capacity by a Financial Services Firm (whether directly or via an intermediary and whether or not for remuneration) in connection with the provision of Competitive Services (before the Release Date in the case of Upfront Awards), except where:

(a) the services are provided in the ordinary course of a business other than a Financial Services Firm which employs or engages the Participant in any capacity; and

(b) either:

(i) the majority of the clients to whom the Participant's services are provided are not Financial Services Firms; or

(ii) the services provided by the Participant taken as a whole are not Competitive Services.

6.6 Suspension:

(a) If the Committee considers that circumstances may be such that forfeiture may result under Rule 5.3(a), Rule 5.3(e), Rule 5.3(f), Rule 5.3(i), Rule 6.1(a) to (f), Rule 6.2, Rule 6.3, Rule 6.5 or Rule 6.7, the Vesting Date and/ or the Release Date and/or the Delivery Date for an Award may at the sole discretion of the Committee be delayed until after those circumstances have been investigated (including, but not limited to, pursuant to any investigation referred to in Rule 6.2) and a determination regarding forfeiture has been made.

(b) In addition, and without limitation to rule 6.2(d), the Committee may delay the Vesting Date and/or the Release Date and/or the Delivery Date of an Award in order to comply with, or to enable the compliance with, prevailing regulatory requirements (which, for the avoidance of doubt, includes any legislation or guidance published by a regulator from time to time and (without limitation) sections 7 of InstitutsVergV and 45 para. 2 sentence 1 no. 5a, 6 of the German Banking Act (Kreditwesengesetz) (in each case, as may be amended, modified or replaced from time to time)).

10

(c) Where the Delivery Date for an Award is delayed under this Rule 6.6 such that it is after a Change of Control, and the Award is to be settled, the Committee may make such arrangements as it considers fair and reasonable for settlement of the Award (or portion of an Award) (including settlement in cash) where Delivery in DB Shares would no longer be appropriate.

(d) Where the Vesting Date and/or Release Date and/ or the Delivery Date for an Award is delayed under Rule 6.6(a) and a determination has been made not to forfeit an Award (or portion of an Award), if:

(i) the Participant disposes of the DB Shares immediately following the transfer of the shares into the Participant's custody account; and

(ii) the Committee determines that the Participant has suffered a disadvantage as a result of the delay caused by the suspension due to changes in the value of a DB Share or changes in the relevant foreign exchange rates between the first date that DB Shares could have been sold by the Participant (taking account of any restrictions on the Participant's ability to sell DB Shares imposed by applicable laws or regulations, the requirements of any exchange on which DB Shares are traded and any policy adopted by the Compliance Department) following the date that Delivery was originally expected to occur (the "Earliest Sale Date") and the date of sale following the delayed Delivery Date,

the Committee may, but is not obliged to, make a discretionary payment of such sum as it considers appropriate to the Participant by way of compensation, provided that in no event may any such sum exceed the difference in the value of the relevant DB Shares Shares (determined by reference to the Closing Price, or such other price as the Committee may consider appropriate, at the relevant time) at the Earliest Sale Date and the value of those DB Shares on the date of sale.

(e) Where the Vesting Date and/or the Release Date is delayed under this provision, the Award or Tranche of any Award shall not be subject to forfeiture: (i) under Rule 5.3(b), (c) or (d) if the Participant ceases to be a DB Employee after the original Vesting Date of the Award for reasons described in those Rules; (ii) under Rule 5.3(e) or (f) if the Participant ceases to be a Public Service Employee after the original Vesting Date of the Award; (iii) under Rule 5.3(g) or (h) if the Participant ceases to be a DB Employee after the original Release Date of the Award for reasons described in those Rules; or (iv) under Rule 5.3(i) if the Participant ceases to be a Public Service Employee after the original Release Date of the Award.

6.7 Additional forfeiture provisions for Material Risk Takers: In addition to the other forfeiture provisions contained in the Plan Rules (and without prejudice to the operation of those provisions), if a Participant was a Material Risk Taker in any part of a Performance Period in relation to which an Award was made, and the Committee has determined that applicable laws or regulations require that a provision such as this Rule 6.7 apply to that Award, any part of that Award that has not been Delivered shall be forfeited, without any claim for compensation by the Participant or any Representative, if the Committee determines in its sole discretion that the Material Risk Taker has during that Performance Period:

(a) participated to a significant extent in or been responsible for conduct that has resulted in significant loss or a material regulatory sanction for any DB Group Company (which, for the avoidance of doubt, shall include any significant supervisory measure imposed on DB Group or any DB Group Company); or

(b) failed to comply to a significant extent with relevant external or internal rules regarding appropriate standards of conduct (including, without limitation, standards of fitness and propriety and/or any Applicable DB Group Policy or Procedure) within the ambit of section 18 para 5 sentence 3 no. 2 of InstitutsVergV or a similar provision in any other applicable regulation.

6.8 Clawback of Awards Delivered to Material Risk Takers:

(a) This Rule 6.8 applies in relation to an Award (or, where applicable, Tranches of an Award) Delivered to a Participant who was a Material Risk Taker in any part of the Performance Period in relation to which the Award is made, and the Committee has determined that applicable laws or regulations require that a provision such as this Rule 6.8 apply to that Award, if the Committee determines in its sole discretion that the Material Risk Taker has during that Performance Period:

(i) participated to a significant extent in or been responsible for conduct that has resulted in significant loss or a material regulatory sanction for any DB Group Company (which, for the avoidance of doubt, shall include any significant supervisory measure imposed on DB Group or any DB Group Company); or

(ii) failed to comply to a significant extent with relevant external or internal rules regarding appropriate standards of conduct (including, without limitation, standards of fitness and propriety and/or any Applicable DB Group Policy or Procedure) within the ambit of section 18 para 5 sentence 3 no. 2 of InstitutsVergV or the equivalent provision in any other applicable regulation.

(b) Where the Committee determines that this Rule 6.8 applies in relation to an Award (or Tranche of an Award), the Participant shall be required to reimburse the Clawback Amount to the DB Group in accordance with the provisions of this Rule 6.8. The Committee shall notify the Participant in writing of the determination and of the Clawback Amount that is due from the Participant (a "Clawback Notice").

11

(c) For the purposes of this Rule 6.8, the "Clawback Amount" shall be either:

(i) the number of DB Shares Delivered pursuant to the Award (or Tranche of an Award) (the "Clawback Shares"); or

(ii) the market value at the Delivery Date of the DB Shares Delivered pursuant to the Award (or Tranche of an Award) (as determined by the Committee), which shall be the gross amount used by the DB Group to determine the total reported income for income tax and social security purposes (the "Clawback Cash").

(d) The Participant shall reimburse the DB Group for the Clawback Amount by either, at the election of the Participant, transferring the Clawback Shares to such person or entity designated by the Committee or paying the Clawback Cash to a DB Group Company designated by the Committee, as directed by the Committee, in each case as soon as possible after the Clawback Notice takes effect (as provided in Rule 12.2), and in any event within 30 days of that notice taking effect. If the Participant fails to reimburse the DB Group within 30 days of the notice taking effect, the DB Group reserves all of its rights to obtain reimbursement of the Clawback Amount (whether the Clawback Shares or the Clawback Cash, or any combination thereof, regardless of any election of the Participant) from the Participant in any way (or any combination of ways) it deems appropriate to the extent permitted by law. Without prejudice to the generality of the foregoing, any DB Group Company shall be entitled to:

(i) deduct the relevant sum or part of it from any amounts due to the Participant from that DB Group Company (including salary) to the extent permitted by applicable law; and/or

(ii) institute legal proceedings against the Participant for the recovery of the Clawback Amount or any part of it.

(e) If the Participant has paid or is liable to pay any taxation or social security contributions in relation to the Award or any DB Shares acquired pursuant to the Award and the Committee considers that such taxation or social security contributions may not be recovered from or repaid by the relevant tax authority, the Committee at its discretion, may, but is not required to, reduce the Clawback Amount to take account of this amount. Where the Clawback Amount is so reduced, the Participant shall make reasonable efforts to recover the amount of taxation and social security contributions which resulted in the reduction from the relevant tax authority, and if any such taxation or social security contributions are subsequently recovered by the Participant from the relevant tax authority, the Participant shall pay the amount of any such taxation or social security contributions recovered by the Participant to the DB Group. If the Clawback Amount is reduced as described in this Rule 6.8(e) and a DB Group Company recovers any amount of taxation or social security contributions associated with the reduction, the DB Group Company shall retain the amount so recovered.

(f) Neither the Participant nor any Representative shall have any claim for compensation as a result of the operation of this Rule 6.8.

(g) This Rule 6.8 shall not apply to an Award unless the Clawback Notice is delivered so as to take effect before the second anniversary of the Last Vesting Date for the Award. For these purposes, the "Last Vesting Date" is the date set forth in the Award Statement as the date upon which the Award Vests, or where the Award is granted in Tranches, the final date set forth in the Award Statement as the date upon which a Tranche of the Award Vests.

7 Award Settlement

7.1 Time and manner of settlement of an Award: Subject to this Rule 7 (and in particular Rule 7.8), Delivery of an Award may be spread over up to ten business days following the Release Date of that Award, or such other number of days as determined by the Committee in its sole discretion, from and including the Release Date, by way of (each a "distribution"):

(a) the transfer (whether by a DB Group Company or a third party entity) of the number of DB Shares subject to the Vested Award (taking account of any reduction in that number pursuant to the application of any Performance Condition and any DB Shares to be delivered pursuant to Dividend Equivalents) on or after the Release Date either to the Nominee to hold on trust absolutely for the Participant before onward transfer to an approved account established by the Participant or directly into such account (in both cases, subject to the withholding provisions in Rule 7.4);

(b) if the operation of the Plan means that a Participant would be entitled to receive a fraction of one DB Share, that fraction will be settled in the manner the Plan Administrator in its sole discretion sees fit, including, but not limited to: (i) making a cash payment to the Participant equal to the cash value of the fraction of one DB Share; or (ii) offsetting the cash value of the fraction of one DB Share against an obligation or liability of the Participant under this Plan; or

(c) in the case of any changes to legislation including exchange control or regulatory treatment of any DB Group Company or any present or future Participant arising in relation to any Award following the Award Date, or in the event that any approval or consent required to permit the settlement of an Award in DB Shares (or the acquisition of those shares by any DB Group Company for the purpose of settlement of an Award) is not in place at the requisite time, the Committee may decide that DB Shares will not be transferred in accordance with Rule 7.1(a), but instead a cash payment will be made to the Participant through local payroll (instead of receiving DB Shares), calculated as set out below.

12

For the purposes of Rule 7.1(c), the cash amount or value will be based on a price per share for each DB Share subject to the Award equal to either the average Sales Price or the average Closing Price per DB Share for the period over the applicable number of trading days of the month in which the Release Date occurs (or such other number of days as the Committee may determine in its sole discretion or as may be required in a particular location for regulatory or tax reasons) and converted using a foreign exchange rate reported at close over the same period as the period in which the average Sales Price or the average Closing Price per DB Share, as applicable, is determined, or such other DB Share price or foreign exchange rate that the Committee or Plan Administrator deems appropriate.

Where an Award is settled following death or Total Disability of a Participant, Delivery may be made to the Participant's Representative following the Representative evidencing the Representative's entitlement to so act to the satisfaction of the Committee.

7.2 Payment: Any cash payment made in connection with Rule 7.1 or pursuant to any Dividend Equivalents will be made within a reasonable number of days but, in any event, no longer than 70 days following the Release Date, subject to local payroll cycles and procedures. Any payment may be made and/or reported through the Participant's employer, regardless of any adverse tax consequences this may cause to the Participant.

7.3 Custody/brokerage account: If required by the Plan Administrator, the Participant or any Representative must provide to the Plan Administrator, before the Vesting Date or such other date as identified by the Plan Administrator, details of a valid DB Group brokerage or custody account, or other brokerage or custody account approved by the Plan Administrator for this purpose, to which any payment to the Participant in the form of DB Shares or other securities is to be made, in a form satisfactory to the Plan Administrator.

7.4 Tax and social security and other statutory withholding: The Plan Administrator or any DB Group Company may withhold such amount and make such arrangements as it considers necessary to meet any liability to taxation, social security contributions or any other statutory deduction in respect of Awards. Without limitation, a distribution into a Participant's custody or brokerage account may be made net of any applicable taxes, social security requirements and any other statutory deductions which a DB Group Company or former DB Group Company is required to withhold or account for, or the distribution may be reduced by a number of DB Shares or other assets with a value equal to the amount of such applicable tax, social security requirements and any other statutory deductions, and in each case the amount of the deduction or the reduced number of DB Shares shall be treated as Delivered. Depending on the Participant's individual circumstances, if a Participant changes locations between the Award Date and settlement, any distribution to that Participant may become subject to multiple withholding taxes or double taxation. The Plan Administrator or Nominee may sell an appropriate portion of the DB Shares or other assets otherwise distributable to the Participant (or the Participant's Representative or such other person to whom the distribution is made) and withhold sufficient sale proceeds to satisfy the withholding liability, and such portion of the DB Shares or other assets so sold shall be treated as Delivered.

The Participant (or the Participant's Representative, if applicable) is responsible for reporting the receipt of income or the proceeds of any sale as a result of the operation of this Rule 7.4 or otherwise to the appropriate tax authority (except where any DB Group Company is legally obliged to account for such reporting).

No DB Group Company takes any responsibility (except where legally required) as to the taxation, social security or other statutory deduction consequences of the Participant participating in the Plan and a Participant should therefore seek independent advice on tax, social security and any other statutory deductions.

7.5 Amounts owed by Participant to a DB Group Company: Subject to applicable law, the Plan Administrator or any DB Group Company may withhold such amount and make such arrangements as it considers necessary in relation to the settlement of an Award to recover any amounts owed for any reason by the Participant to any DB Group Company ("Owed Amounts"). Without limitation, a distribution into a Participant's custody or brokerage account may be made net of any Owed Amounts, or the distribution may be reduced by a number of DB Shares or other assets with a value equal to the Owed Amounts, and in each case the amount of the deduction or the reduced number of DB Shares shall be treated as Delivered. The Plan Administrator or Nominee may sell an appropriate portion of the DB Shares or other assets otherwise distributable to the Participant (or the Participant's Representative or such other person to whom the distribution is made) and withhold sufficient sale proceeds to satisfy the Owed Amounts, and such portion of the DB Shares or other assets so sold shall be treated as Delivered.

7.6 Proof of Certification: If the Plan Administrator requests any Proof of Certification, the Participant must provide such Proof of Certification in a form satisfactory to the Plan Administrator within 30 days of the request (including Proof of Certification sufficient to determine the circumstances in which the Participant ceases to be a DB Employee).

7.7 Notification of events: The Participant must notify the Plan Administrator of any events which may result in the forfeiture of the Award or any part of it prior to any Delivery Date. Furthermore, the Participant agrees that the Participant shall be deemed to warrant and undertake to the Plan Administrator and each DB Group Company on each Delivery Date that the Participant has not acted in any way giving rise to forfeiture pursuant to these Plan Rules at any time prior to the relevant Delivery Date.

If, contrary to Rule 6, the Participant derives any benefit, following the Release Date, to which the Participant is not entitled then the Plan Administrator (or any relevant DB Group Company) shall be entitled to a full recovery of all benefits derived by the Participant wrongly in breach of the warranty and undertaking and/or contrary to Rule 6. This shall be without prejudice to any other rights which any DB Group Company may have arising out of the act or omission giving rise to forfeiture.

13

7.8 Compliance: The settlement of any Award is subject to any approvals or consents required under any applicable laws or regulations or by any governmental authority, the requirements of any exchange on which DB Shares are traded and any policy adopted by the Compliance Department. Without prejudice to the generality of the foregoing, and without prejudice to the Committee's right to settle in cash under Rule 7.1(c), if any approval or consent required to permit the settlement of an Award in DB Shares (or the acquisition of those shares by any DB Group Company for the purpose of settlement of an Award) is not in place in time to facilitate the transfer of DB Shares on the Release Date, the first date on which the transfer of DB Shares referred to in Rule 7.1(a) shall take place shall be the first business day following the obtaining of the approval or consent on which DB Shares are delivered to a share account in the name of the Plan Administrator for the settlement of Awards. In such case, Delivery of an Award may be spread over up to ten business days following that later date (or such other number of days as determined by the Committee in its sole discretion) provided that the last of the days over which Delivery is spread shall not be later than 70 days following the Release Date.

8 Corporate events

8.1 Effect of Change of Control on Annual, New Hire and Retention Awards: Except as may otherwise be specified in a Participant's Award Statement, on or before the occurrence of a Change of Control, the Committee shall have the sole discretion to determine whether none, some or all of the outstanding Awards will Vest (and the extent to which any Performance Conditions applicable to those Awards shall be treated as satisfied) and/or be settled as a result of the Change of Control, to the extent not already Vested.

8.2 Effect of Change of Control on Vested Awards subject to a Retention Period: Except as may otherwise be specified in a Participant's Award Statement, on or before the occurrence of a Change of Control, the Committee shall have the sole discretion to determine as to whether any Retention Period to which a Vested Award (whether Vested pursuant to Rule 8.1 or otherwise) is subject shall be treated as ending before the Release Date specified in the Award Statement as a result of the Change of Control.

8.3 Corporate successors: The Plan shall not be automatically terminated by a transfer or sale of the whole or substantially the whole of the assets of Deutsche Bank AG, or by its merger or consolidation into or with any other corporation or other entity, but the Plan or an equivalent equity incentive plan shall be continued after such sale, merger or consolidation subject to the agreement of the transferee, purchaser or successor entity. In the event that the Plan is not continued by the transferee, purchaser or successor entity, the Plan shall terminate subject to the provisions of the Plan, including Rule 7 and Rule 10, and the Participant or any Representative shall have no further claim for compensation arising out of any such termination of the Plan.

8.4 Changes in capitalisation: If any change affects DB Shares on account of a merger, reorganisation, rights issue, extraordinary stock dividend, stock split or similar changes which the Committee reasonably determines justifies adjustments to Awards, the Plan Administrator shall make such appropriate adjustments as are determined by the Committee to be necessary or appropriate to prevent enlargement or dilution of rights.

9 Administration

9.1 Administration by the Plan Administrator: The Plan Administrator shall be responsible for the general operation and administration of the Plan in accordance with its terms and for carrying out the provisions of the Plan in accordance with such resolutions as may from time to time be adopted, or decisions made, by the Committee and shall have all powers necessary to carry out the provisions of the Plan.

9.2 Interpretation by the Committee: The Committee will have full discretionary power to interpret and enforce the provisions of this Plan and to adopt such regulations for administering the Plan as it decides are necessary or desirable. All decisions made by the Committee (including, for the avoidance of doubt, by the Plan Administrator, the DB Group or a DB Group Company, where designated in the Plan Rules as the body to make the decision) pursuant to the Plan are final, conclusive and binding on all persons, including the Participants and any DB Group Company.

9.3 Forfeiture and Vesting: The Committee shall have full discretion to determine whether or not any of the events or activities set forth in Rule 5 and/or Rule 6 has occurred.

10 Amendment or termination of the Plan

10.1 Termination of Plan: The Committee may terminate the Plan at any time in its sole discretion. Termination of the Plan (as opposed to amendment of the Plan) would be without prejudice to the subsisting rights of Participants.

10.2 Amendment of Plan: The Committee may at any time amend, alter or add to all or any of the provisions of the Plan (including, for the avoidance of doubt, the amendment of existing Schedules and the addition of new Schedules) or of any Award Statement or any Performance Condition in any respect in its sole discretion, provided that the Committee cannot materially adversely affect a Participant's existing Award except:

(a) with the Participant's prior consent; or

(b) where the amendment, alteration or addition is made in order to comply with applicable regulatory requirements which, for the avoidance of doubt, includes any legislation or guidance published by a regulator from time to time.

For the avoidance of doubt, no oral representation or statement made by any party, including any employee, officer, or director of any DB Group Company as to the interpretation, application or operation of this Plan or any Awards under it either generally or to any specific set of circumstances shall bind any DB Group Company unless it is confirmed in writing by the Plan Administrator or Senior Executive Compensation Committee.

14

10.3 Termination of Awards: The Committee may, in its sole discretion, decide at any time to replace an Award or a Tranche of an Award with an award of other assets (including cash or any combination of cash and other assets) or to take such other steps as necessary or appropriate to prevent enlargement or dilution of rights.

11 General

11.1 No guarantee of benefits or unintended rights:

(a) The granting of an Award is at the sole discretion of the Committee (or other persons the Committee permits to make Awards under Rule 4.1). The Committee is not obligated to make any Award, or permit any Award to be made, in the future or to allow DB Employees to participate in any future or other compensation plan even if an Award has been awarded in one or more previous years.

(b) Nothing in these Plan Rules shall be construed as an obligation or a guarantee by any DB Group Company, the Committee or the Plan Administrator with respect to the future value of an Award.

(c) Nothing contained in these Plan Rules shall constitute a guarantee by any DB Group Company that the assets of the DB Group will be sufficient to pay any benefit or obligation hereunder. No Participant or any Representative shall have any right to receive a benefit under the Plan except in accordance with the terms of these Plan Rules.

(d) An Award and resulting distribution shall not (except as may be required by taxation law or other applicable law) form part of the emoluments of individuals or count as wages or remuneration for pension or other purposes.

(e) If a Participant ceases to be a DB Employee for any reason, and, as a result, loses or suffers a diminution in value of an Award in accordance with the Plan Rules, that Participant shall not be entitled, and shall be deemed irrevocably to have waived any entitlement, to any compensation by way of damages or otherwise in connection with that loss or diminution in value in relation to the Award, except as specifically provided for in the Rules.

(f) Notwithstanding anything to the contrary in these Rules, the Participant shall not have, and waives any right to, bring a claim against any DB Group Company for any loss caused or alleged to have been caused by the manner in which any discretion referred to in these Rules has been exercised (or, as the case may be, not exercised).

11.2 No enlargement of Participant rights: The establishment of the Plan and the making of Awards under it is entirely at the sole discretion of the Committee, shall not be construed as an employment agreement and shall not give any Participant the right to be retained as a DB Employee or to otherwise impede the ability of any DB Group Company to terminate the Participant's employment. No communications concerning the Award shall be construed as forming part of a Participant's terms and conditions of employment or any employment agreement with any DB Group Company.

11.3 Severability: The invalidity or non-enforceability of any one or more provisions of these Rules shall not affect the validity or enforceability of any other provision of these Rules, which shall remain in full force and effect.

11.4 Limitations on liability: Notwithstanding anything to the contrary in these Rules, neither any DB Group Company, the Plan Administrator, nor any individual acting as an employee, agent or officer of any DB Group Company or the Plan Administrator, shall be liable to any Participant, former employee or any Representative for any claim, loss, liability or expense incurred in connection with the Plan.

11.5 Claims by Participants: Any claim or action of any kind by a Participant or Representative with respect to benefits under the Plan or these Plan Rules, including any arbitration or litigation filed in a court of law, must be brought within one year from the date that settlement of a Participant's Award was made or would have been made had such Award not been forfeited or lapsed pursuant to these Rules, save to the extent that this restriction would be unlawful under applicable law.

11.6 No trust or fund created: Neither the Plan nor any agreement made hereunder shall create or be construed as creating a trust or separate fund of any kind or a fiduciary relationship between any DB Group Company and the Participants or any Representative. To the extent that any Representative acquired a right to receive payments from any DB Group Company pursuant to a grant under the Plan, such right shall be no greater than the right of any unsecured general creditor of that DB Group Company.

11.7 No right to dividends: An Award does not give any right to the Participant to receive dividends in relation to any DB Shares prior to Delivery of those DB Shares to the Participant. For the avoidance of doubt, any amounts payable to the Participant in connection with Dividend Equivalents do not constitute dividends on DB Shares (notwithstanding that the amount of those payments is calculated by reference to the amount of dividends paid on DB Shares).

11.8 Dealing in DB Shares: Any dealing in DB Shares acquired by a Participant pursuant to the Plan shall remain subject to the requisite Compliance Department approval.

15

11.9 Participant confidentiality: Except where this provision is contrary to applicable law (including for the avoidance of doubt any applicable law of a jurisdiction other than England and Wales) the Participant shall maintain the Participant's participation in the Plan in confidence both within and outside the DB Group, and shall not disclose the provisions of the Plan or the amount of any Award made to the Participant under the Plan to any person or entity, except the Participant's spouse or partner or their legal, tax and/or financial adviser or to the extent legally required to do so, without the prior written authorisation of the Plan Administrator. For the avoidance of doubt, nothing in these Rules shall prohibit or restrict the Plan Administrator, any Participant or any Group Company from disclosing information as required by law or by any securities exchange, tax or regulatory authority having jurisdiction over any Group Company or in order to take professional advice or as ordered by a court of competent jurisdiction. Additionally, neither the Plan Administrator, any Participant nor any Group Company is prevented by these Rules from reporting any wrongdoing to a statutory regulator in circumstances in which there is a duty to disclose that wrongdoing or from reporting a criminal offence to the police or other relevant criminal enforcement body.

11.10 Assignment: Except in accordance with Rule 4.9, an Award, including a Vested Award, is not transferable or assignable by the Participant. Notwithstanding this, any DB Group Company shall have the right to novate and/or assign its contractual rights and/or obligations under this Plan in full or in part to any other DB Group Company or an Acquirer Entity at its sole discretion without the express consent of the Participant.

11.11 Data protection: Any DB Group Company may collect and process various data that is personal to a Participant (including, for example, name and address, taxpayer and social security identification numbers, and employee number or other means of confirming employment and title or position with a DB Group Company) for the following purposes:

(a) administering the Plan and Awards;

(b) complying with any legal or regulatory requirements, including tax-related requirements; and

(c) preventing or investigating crimes and misconduct.

This data will be collected directly from the Participant or from the DB Group Company that employs the Participant. If a Participant chooses not to provide or update the data for the purposes described above, this may result in the DB Group being unable to administer the Plan and Awards in respect of the Participant.

In certain countries, there is a requirement to inform Participants of the legal bases permitting DB Group to collect and handle Participants' personal data. In such countries, the legal bases on which DB Group collects and uses a Participant's personal data are to enter into a contract of employment with the Participant, to comply with legal obligations, or because it is necessary in DB Group's legitimate interests.

A DB Group Company may disclose this data to its affiliates or service providers (including the Plan Administrator) in connection with the administration of the Plan and the Award. Some data processing may be done outside of the country in which the Participant is employed, where laws and practices relating to the protection of personal data may not be as stringent as those in the country in which the Participant is employed, including in the United States of America, but the relevant DB Group Company will take steps to ensure that a Participant's personal information is adequately protected in accordance with the local data protection legislation in the country in which the Participant is employed. Furthermore, in certain circumstances, a Participant's personal data may be disclosed for legal or regulatory purposes, within or outside of the country in which the Participant is employed, such as where a court, the police, or other law enforcement agency or regulatory body requests it.

Depending on the country in which the Participant is employed, the Participant may be entitled to exercise certain rights in respect of the Participant's personal data, such as the right to request correction of, or access to a copy of, the Participant's personal data held by the relevant DB Group Company. To find out more about how to exercise those rights, or in case of any questions about how personal data is used, a Participant should contact the Participant's local HR department, or the local Data Protection Officer of the DB Group Company that employs the Participant.

11.12 Entire agreement: These Plan Rules together with the Award Statement (and, if any Performance Condition is set out in an Award Letter, that Award Letter) set forth the entire understanding of the parties with respect to the Award described on the Award Statement. Any agreement, arrangement or communication, whether oral or written, pertaining to the Award described in the Award Statement is hereby superseded and the foregoing Award shall be subject to the provisions of these Plan Rules. To the extent that there is any inconsistency between these Rules and the Award Statement or other communications, these Plan Rules shall prevail.

12 Notices

12.1 Form of notices: All notices or other communications with respect to these Plan Rules shall be in writing and be delivered in person, by email, by facsimile transmission, by registered mail (return receipt requested, postage prepaid) or as may otherwise be indicated by the Plan Administrator (including via any online computer processes established by the Plan Administrator).

Notices or communications to the Plan Administrator or any DB Group Company shall be sent to the following address (or to such other address or in such other manner for the Plan Administrator or any DB Group Company as shall be notified to the Participant):

Plan Administrator (or DB Group Company)

HR Performance & Reward

c/o DB Group Services (UK) Limited 1 Great Winchester Street

London EC2N 2DB, United Kingdom

16

12.2 When notices take effect: Notices or other communications shall take effect:

(a) if delivered by hand, upon delivery;

(b) if posted, upon delivery, or, in relation to communications sent to a Participant by first class post, 10.00 a.m. (UK time) on the second day after posting if earlier;

(c) if sent by facsimile or email, when a complete and legible copy of the relevant communication, whether that sent by facsimile or email (as the case may be) or a hard copy sent by post or delivered by hand, has been received at the appropriate address; and

(d) if sent via any online computer processes established by the Plan Administrator, when that communication is registered by the system or acknowledged by the Participant, as the case may be.

12.3 Participants' contact details: It is each Participant's responsibility to keep the Plan Administrator updated with any change to address and other contact details for that Participant. By participating in the Plan, each Participant acknowledges and agrees that the Participant shall have no claim for compensation or otherwise for any loss suffered as a result of, or in connection with, a failure to keep contact details updated. Any notice or other communication given to a Participant by the Plan Administrator or any DB Group Company shall be validly given if sent to the last address validly notified to the Plan Administrator by the Participant (or in the absence of any such notification to the address that the Plan Administrator reasonably believes to be that Participant's address, or to be that Participant's address before any change of address which has not been validly notified to the Plan Administrator).

13 Applicable law and jurisdiction

Interpretation of these Plan Rules shall be governed by and construed in accordance with the laws of England and Wales to the exclusion of the rules on the conflict of laws. All disputes arising out of or in connection with this Award shall be subject to the exclusive jurisdiction of the courts of England and Wales.

The effective date of this document is March 1, 2022

These Plan Rules (as may be amended from time to time) apply to all Awards granted on or after this Date and before Plan Rules are issued with a later effective date which will supersede and replace these Plan Rules in relation to future grants of Awards.

17

Deutsche Bank Equity Plan 2022

Schedule 1: Cash Plan

This schedule (“Schedule 1”) contains the rules of the Deutsche Bank Cash Plan and is usually applicable to employees in Brazil, Canada, China, Croatia, Guernsey, Israel, Netherlands, Pakistan, Russia, Saudi Arabia, South Africa, Sri Lanka, Turkey, Ukraine and Vietnam. The rules of the Deutsche Bank Equity Plan apply to Awards granted under the Deutsche Bank Cash Plan, and such rules are incorporated herein, except as amended by this Schedule 1.

If this Deutsche Bank Cash Plan is used to make an Award to a Participant who is subject to federal taxation in the United States of America, then references above to the Deutsche Bank Equity Plan shall be to that plan as amended by Schedule 2. If this Deutsche Bank Cash Plan is used to make an Award to a Participant who is employed by a Russian employing company of the DB Group, then references above to the Deutsche Bank Equity Plan shall be to that plan as amended by Schedule 4. If this Deutsche Bank Cash Plan is used to make an Award to a Participant who is subject to taxation in Canada, then the references above to the Deutsche Bank Equity Plan shall be to that plan as amended by Schedule 5.

1 Definitions

The definition of “Award” in Rule 2 is replaced with the following definition:

“Award” means an award of a conditional right to receive an amount of cash following the Release Date calculated in accordance with this Plan by reference to the value of DB Shares, which may be an Annual Award, New Hire Award, Retention Award, or Upfront Award. An Award will not give a Participant any right to DB Shares.

The definition of “Delivery” in Rule 2 is replaced with the following definition:

“Delivery” means the payment of an amount of cash in settlement of an Award to a Participant or the Participant’s Representative.

The definition of “Plan” in Rule 2 is replaced with the following definition:

“Plan” means the Deutsche Bank Cash Plan as governed by the Plan Rules, except as amended by this Schedule 1.

2 Awards

2.1 Rule 4.3(b) is replaced with the following:

b) the number (or maximum number in the case of an Award subject to a Performance Condition) of DB Shares by reference to which the amount of cash payable under the Award is calculated;

2.2 Rule 4.8 is replaced with the following:

4.8 Dividend Equivalents: If a dividend is declared in relation to DB Shares during the Retention Period of an Award (or after the date an Award would have Vested but for a delay in the Vesting Date pursuant to Rule 6.6 and before the Release Date), the Committee may in its sole discretion determine that a Dividend Equivalent shall apply to that Award. A Dividend Equivalent is a right to receive a cash payment on the Release Date. The payment is based on the dividends that would have been paid during the Retention Period (or the period from the original Vesting Date before any delay to the Release Date, as applicable) on the number of Vested DB Shares that remain subject to the Award at the Release Date (as it may be deferred or delayed). The terms of Dividend Equivalents shall be determined by the Committee, and, subject to this determination by the Committee, the Plan Administrator shall determine the manner of calculation of the Dividend Equivalents. Dividend Equivalents shall be subject to the same provisions in these Rules as to forfeiture as the underlying Award, including but not limited to suspension, forfeiture, lapse and clawback.

3 General forfeiture and clawback

3.1 Rule 6.4 is replaced with the following:

6.4 Failure to provide details of bank account: If the Participant has not provided details of a valid bank account in accordance with Rule 7.3 (if required by the Plan Administrator), the Committee may in its sole discretion at any time before Delivery of the Award forfeit that Award, and neither the Participant nor any Representative shall have any claim for compensation in relation to that forfeiture.

3.2 Rule 6.6 is replaced with the following:

6.6 Suspension:

(a) If the Committee considers that circumstances may be such that forfeiture may result under Rule 5.3(a), Rule 5.3(e), Rule 5.3(f), Rule 5.3(i), Rule 6.1(a) to (f), Rule 6.2, Rule 6.3, Rule 6.5 or Rule 6.7, the Vesting Date and/ or the Release Date and/or the Delivery Date for an Award may at the sole discretion of the Committee be delayed until after those circumstances have been investigated (including, but not limited to, pursuant to any investigation referred to in Rule 6.2) and a determination regarding forfeiture has been made.

18

(b) In addition, and without limitation to rule 6.2(d), the Committee may delay the Vesting Date and/or the Release Date and/or the Delivery Date of an Award in order to comply with, or to enable the compliance with, prevailing regulatory requirements (which, for the avoidance of doubt, includes any legislation or guidance published by a regulator from time to time and (without limitation) sections 7 of InstitutsVergV and 45 para. 2 sentence 1 no. 5a, 6 of the German Banking Act (Kreditwesengesetz) (in each case, as may be amended, modified or replaced from time to time)).

(c) Where the Vesting Date and/or Release Date and/ or the Delivery Date for an Award is delayed under Rule 6.6(a), a determination has been made not to forfeit an Award (or portion of an Award), and the Committee determines that the Participant has suffered a disadvantage as a result of the delay caused by the suspension due to changes in the value of a DB Share or changes in the relevant foreign exchange rates between the original Vesting Date or Release Date or Delivery Date (as applicable) and the delayed Vesting Date or Release Date or Delivery Date (as applicable), the relevant DB Group Company shall make a payment of an appropriate sum to the Participant by way of compensation calculated in accordance with the practice of the DB Group, provided that in no event may any such sum exceed the difference in the value of the relevant DB Shares at the original Vesting Date or Release Date or Delivery Date (as applicable) and the delayed Vesting Date or Release Date or Delivery Date (as applicable).

(d) Where the Vesting Date and/or the Release Date is delayed under this provision, the Award or Tranche of any Award shall not be subject to forfeiture: (i) under Rule 5.3(b), (c) or (d) if the Participant ceases to be a DB Employee after the original Vesting Date of the Award for reasons described in those Rules; (ii) under Rule 5.3(e) or (f) if the Participant ceases to be a Public Service Employee after the original Vesting Date of the Award; (iii) under Rule 5.3(g) or (h) if the Participant ceases to be a DB Employee after the original Release Date of the Award for reasons described in those Rules; or (iv) under Rule 5.3(i) if the Participant ceases to be a Public Service Employee after the original Release Date of the Award.

3.3 Rule 6.8 is replaced with the following:

6.8 Clawback of Awards Delivered to Material Risk Takers:

a) This Rule 6.8 applies in relation to an Award (or, where applicable, Tranches of an Award) Delivered to a Participant who was a Material Risk Taker in any part of the Performance Period in relation to which the Award is made, and the Committee has determined that applicable laws or regulations required that a provision such as this Rule 6.8 apply to that Award, if the Committee determines in its sole discretion that the Material Risk Taker has during that Performance Period:

(i) participated to a significant extent in or been responsible for conduct that has resulted in significant loss or a material regulatory sanction for any DB Group Company (which, for the avoidance of doubt, shall include any significant supervisory measure imposed on DB Group or any DB Group Company); or

(ii) failed to comply to a significant extent with relevant external or internal rules regarding appropriate standards of conduct (including, without limitation, standards of fitness and propriety and/or any Applicable DB Group Policy or Procedure) within the ambit of section 18 para 5 sentence 3 no. 2 of InstitutsVergV or the equivalent provision in any other applicable regulation.

b) Where the Committee determines that this Rule 6.8 applies in relation to an Award (or Tranche of an Award), the Participant shall be required to reimburse the Clawback Amount to the DB Group in accordance with the provisions of this Rule 6.8. The Committee shall notify the Participant in writing of the determination and of the Clawback Amount that is due from the Participant (a “Clawback Notice”).

c) For the purposes of this Rule 6.8, the “Clawback Amount” shall be the amount paid to the Participant on settlement of the Award (or Tranche of an Award) in accordance with Rule 7.1 before any deduction pursuant to Rule 7.4.

d) The Participant shall reimburse the DB Group for the Clawback Amount by paying the Clawback Amount to a DB Group Company designated by the Committee, as directed by the Committee, as soon as possible after the Clawback Notice takes effect (as provided in Rule 12.2), and in any event within 30 days of that notice taking effect. If the Participant fails to reimburse the DB Group within 30 days of the notice taking effect, the DB Group reserves all of its rights to obtain reimbursement of the Clawback Amount from the Participant in any way (or any combination of ways) it deems appropriate to the extent permitted by law. Without prejudice to the generality of the foregoing, any DB Group Company shall be entitled to:

(i) deduct the relevant sum or part of it from any amounts due to the Participant from that DB Group Company (including salary) to the extent permitted by applicable law; and/or

(ii) institute legal proceedings against the Participant for the recovery of the Clawback Amount or any part of it.

19

e) If the Participant has paid or is liable to pay any taxation or social security contributions in relation to the Award and the Committee considers that such taxation or social security contributions may not be recovered from or repaid by the relevant tax authority, the Committee at its discretion, may, but is not required to, reduce the Clawback Amount to take account of this amount. Where the Clawback Amount is so reduced, the Participant shall make reasonable efforts to recover the amount of taxation and social security contributions which resulted in the reduction from the relevant tax authority, and if any such taxation or social security contributions are subsequently recovered by the Participant from the relevant tax authority, the Participant shall pay the amount of any such taxation or social security contributions recovered by the Participant to the DB Group. If the Clawback Amount is reduced as described in this Rule 6.8(e) and a DB Group Company recovers any amount of taxation or social security contributions associated with the reduction, the DB Group Company shall retain the amount so recovered.

f) Neither the Participant nor any Representative shall have any claim for compensation as a result of the operation of this Rule 6.8.

g) This Rule 6.8 shall not apply to an Award unless the Clawback Notice is delivered so as to take effect before the second anniversary of the Last Vesting Date for the Award. For these purposes, the “Last Vesting Date” is the date set forth in the Award Statement as the date upon which the Award Vests, or where the Award is granted in Tranches, the final date set forth in the Award Statement as the date upon which a Tranche of the Award Vests.

4 Award Settlement

4.1 Rule 7.1 is replaced with the following

7.1 Time and manner of settlement of an Award: Subject to this Rule 7, as soon as administratively practicable following the Release Date but, in any event, no longer than 70 days after the Release Date, a Vested Award or Tranche shall be settled by way of a cash payment to the Participant via local payroll (a “distribution”), of an amount equal to the number of DB Shares subject to the Vested Award (taking account of any reduction in that number pursuant to the application of any Performance Condition) multiplied by a price per share for each DB Share equal to either the average Sales Price or the average Closing Price per DB Share for the period over the applicable number of trading days of the month in which the Release Date occurs (or such other number of days as the Committee may determine in its sole discretion or as may be required in a particular location for regulatory or tax reasons) and converted using a foreign exchange rate reported at close on the Release Date, or such other DB Share price or foreign exchange rate that the Committee or Plan Administrator deems appropriate, together with any amount payable pursuant to any Dividend Equivalent. Where the Award is settled after a Change of Control or other event as a result of which the above method of calculating the price per share for a DB Share is not available, the Committee may determine the relevant price per share in such manner as they determine to be appropriate.

Where an Award is settled following death or Total Disability of a Participant, Delivery may be made to the Participant’s Representative following the Representative evidencing the Participant’s entitlement to so act to the satisfaction of the Committee.

In relation only to a Participant who is subject to federal taxation in the United States of America, the following wording shall be added to the end of the above wording for Rule 7.1:

Where the application of Schedule 2 provides for payment, distribution or Delivery of Awards before the Release Date, the references to Release Date in Rule 7.1 shall be taken to be references to that earlier date of payment, distribution or Delivery.

4.2 Rule 7.2 is replaced with the following:

7.2 Payment: Any payment is subject to local payroll cycles and procedures and may be made and/or reported through the Participant’s employer, regardless of any adverse tax consequences this may cause to the Participant. All cash payments will be made via payroll to the Participant’s last known bank account (or such other bank account notified to the Plan Administrator by the Participant).

4.3 Rule 7.3 is replaced with the following:

7.3 Bank Account: If required by the Plan Administrator, the Participant or any Representative must provide to the Plan Administrator, before the Release Date or such other date as identified by the Plan Administrator, details of a valid bank account to which any payment to the Participant is to be made, in a form satisfactory to the Plan Administrator.

4.4 Rule 7.5 is replaced with the following:

7.5 Amounts owed by Participant to a DB Group Company: Subject to applicable law, the Plan Administrator or any DB Group Company may withhold such amount and make such arrangements as it considers necessary in relation to the settlement of an Award to recover any amounts owed for any reason by the Participant to any DB Group Company (“Owed Amounts”). Any amount deducted or otherwise recovered pursuant to this Rule 7.5 shall be treated as Delivered.

4.5 Rule 7.8 is replaced with the following:

7.8 Compliance: The settlement of any Award is subject to any approvals or consents required under any applicable laws or regulations or by any governmental authority, the requirements of any exchange on which DB Shares are traded and any policy adopted by the Compliance Department.

20

5 General

5.1 Rule 11.7 is replaced with the following:

11.7 No right to dividends: An Award does not give any right to dividends or payment in relation to dividends in relation to the DB Shares by reference to which the value of any cash payment is calculated. For the avoidance of doubt, any amounts payable to the Participant in connection with Dividend Equivalents do not constitute dividends on DB Shares (notwithstanding that the amount of those payments is calculated by reference to the amount of dividends paid on DB Shares).

5.2 Rule 11.8 is deleted.

21

Deutsche Bank Equity Plan 2022

Schedule 2: United States of America Taxpayers

This schedule (“Schedule 2”) modifies the provisions of the Deutsche Bank Equity Plan, as amended from time to time (the “Plan”) with respect to Awards (1) in relation to which the Participant may, in the absence of the provisions of this Schedule 2, be subject to federal taxation in the United States of America under the provisions of Section 409A, and (2) made to Participants who are, or are eligible to be a member of a pension plan in the United States of America arranged or provided by or in conjunction with a DB Group Company. The provisions of this Schedule 2 apply automatically to those Awards (whether applicable at the Award Date or not) and supersede any contrary provisions contained in the Plan or any Award Statement issued thereunder in relation to the respective Participants.

Any capitalized terms contained but not defined in this Schedule 2 shall have the meaning provided in the Plan.

These modifications are made to the Plan with the intent that the Plan be compliant with Section 409A:

1 Definitions

The following definitions are added to Rule 2 of the Plan:

“Qualifying Plan Termination” means a termination of the Plan pursuant to which acceleration of the time and form of payment or distribution is permitted under Section 409A.

“Section 409A” means Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and any regulations promulgated or U.S. Treasury Department or U.S. Internal Revenue Service guidance issued thereunder, as may be in effect from time to time.

The definition of “Retirement” in Rule 2 is replaced with the following provision:

“Retirement” means, for the purposes of the Plan, retirement by a Participant, on or after age 65, provided the Participant has made a valid Election to Retire in connection with the relevant Award.

The definition of “Total Disability” in Rule 2 is replaced with the following provision:

“Total Disability” means either (a) a medically determinable physical or mental impairment (i) that can be expected to either (1) result in death or (2) last for a continuous period of not less than 12 months and (ii) as a result of which the Participant either (1) becomes unable to engage in any substantial gainful activity or (2) receives income replacement benefits for a period of not less than 6 months under a long-term disability plan covering DB Employees (but in no case shall the receipt of workers’ compensation benefits be considered to qualify as such benefits); or (b) the Participant is deemed Totally Disabled and eligible to receive disability benefits from the US Social Security Administration.

2 Retirement and Career Retirement – Election to Retire

All references to "Election to Career Retire" shall be replaced with "Election to Retire".

Rules 4.6 and 4.7 shall be replaced with the following:

4.6 Retirement Election – Annual Awards or Upfront Awards: The termination treatment in relation to Retirement or Career Retirement set out in Rule 5.1(e) shall only apply to an Annual Award or Upfront Award (as applicable) if the Participant has notified the Plan Administrator during any time period required by the Plan Administrator in relation to that Award that the Participant intends to terminate employment as a DB Employee by reason of Retirement or Career Retirement in accordance with the procedures established by the Plan Administrator for those purposes (an "Election" or an "Election to Retire"). An Election shall constitute a binding agreement that may only be modified pursuant to the terms and conditions in the Election. The Plan Administrator may require, among other things, one or more Elections to be made in relation to an Award and may set a time period after which an Election will expire. An Election shall not be treated as notice of termination of employment given by the Participant, however, a failure to make an Election may result in forfeiture of an Award on termination in circumstances where there would have been no such forfeiture had an Election been made.

4.7 Retirement Election – Retention Awards: The termination treatment in relation to Retirement or Career Retirement set out in Rule 5.1(f) shall only apply to a Retention Award if the Participant has notified the Plan Administrator during any time period required by the Plan Administrator in relation to that Retention Award that the Participant intends to terminate employment as a DB Employee (such termination to take effect on or after the Retention Award Event Date) by reason of Retirement or Career Retirement in accordance with the procedures established by the Plan Administrator for those purposes (an "Election" or an "Election to Retire"). An Election shall constitute a binding agreement that may only be modified pursuant to the terms and conditions in the Election. The Plan Administrator may require, among other things, one or more Elections to be made in relation to a Retention Award and may set a time period after which an Election will expire. An Election shall not be treated as notice of termination of employment given by the Participant, however, a failure to make an Election may result in forfeiture of a Retention Award on termination in circumstances where there would have been no such forfeiture had an Election been made.

22

Rules 5.3(c) and (d) shall be replaced with the following:

(c) without prejudice to the generality of Rule 5.3(b), an Annual Award that has not Vested shall be automatically forfeited if, at any time prior to the Vesting Date, a Participant who has reached the age of 65 or who meets the Rule of 60 and Consecutive Service Requirement ceases to be a DB Employee as a result of the Participant resigning or the Participant terminating the Participant's employment with a DB Group Company for any reason in circumstances in which the Participant either failed to make an Election to Retire, or failed to respond to or follow the procedures outlined in Rule 4.6 or to submit an Election in accordance with those procedures in relation to such Annual Award and whose cessation of employment does not fall within the definition of Public Service Retirement or Agreed Termination;

(d) without prejudice to the generality of Rule 5.3(b), a Retention Award that has not Vested shall be automatically forfeited if:

(i) at any time prior to the Retention Award Event Date, a Participant ceases to be a DB Employee as a result of the Participant resigning or the Participant terminating the Participant's employment with a DB Group Company for any reason (and regardless of whether or not the Participant has reached age 65 or meets the Rule of 60 or Consecutive Service Requirement) unless cessation of employment falls within the definition of Agreed Termination, or

(ii) at any time on or after the Retention Award Event Date and prior to the Vesting Date, a Participant who has reached age 65 or who meets the Rule of 60 and Consecutive Service Requirement ceases to be a DB Employee as a result of the Participant resigning or the Participant terminating the Participant's employment with a DB Group Company for any reason in circumstances in which the Participant either failed to make an Election to Retire, or failed to respond to or follow the procedures outlined in Rule 4.7 or to submit an Election in accordance with those procedures in relation to such Retention Award and whose cessation of employment does not fall within the definition of Public Service Retirement or Agreed Termination;

Rule 5.3(h) shall be replaced with the following:

(h) without prejudice to the generality of Rule 5.3(g), an Upfront Award shall be automatically forfeited if, at any time prior to the Release Date, a Participant who has reached age 65 or who meets the Rule of 60 and Consecutive Service Requirement ceases to be a DB Employee as a result of the Participant resigning or the Participant terminating the Participant's employment with a DB Group Company for any reason in circumstances in which the Participant either failed to make an Election to Retire, or failed to respond to or follow the procedures outlined in Rule 4.6 or to submit an Election in accordance with those procedures in relation to such Upfront Award and whose cessation of employment does not fall within the definition of Public Service Retirement or Agreed Termination;

3 Impact of termination of employment

3.1 Rule 5.2 is hereby replaced with the following:

5.2 Termination upon death or Total Disability: If a Participant ceases to be a DB Employee due to death or Total Disability (documented to the reasonable satisfaction of the Plan Administrator), an Award which is not subject to a Retention Period or a Performance Condition will, subject to Rule 6.6, Vest in full as soon as practicable after the date of Total Disability or death, to the extent not previously Vested.

Where an Award is subject to a Retention Period or a Performance Condition it will continue to Vest in accordance with the Award Statement and subject to these Plan Rules (including, without limitation, the forfeiture provisions of Rule 6), and will remain subject to any applicable Retention Period and Performance Condition.

Notwithstanding anything to the contrary in the Plan or any Award Statement, neither the Committee nor the Plan Administrator shall have the discretion to accelerate the distribution of an Award except as expressly provided in this Schedule 2 or otherwise in compliance with Section 409A.

4 Award Settlement

Add the following new Rule 7.9:

7.9 Distribution Deadline:

Notwithstanding anything to the contrary in this Schedule 2, the Plan or any Award Statement, any payment or distribution due hereunder or thereunder shall be made on a date no later than (i) the end of the calendar year in which the Release Date occurs or (ii) if later, the fifteenth day of the third calendar month following such Release Date.

5 Corporate events

Awards will Vest and be distributed as provided in the Plan; provided that, notwithstanding anything to the contrary in the Plan or any Award Statement:

23

The provisions of Rule 8.1, Rule 8.2 and Rule 8.3 will be replaced with the following:

8.1 Effect of Change of Control on Annual, New Hire and Retention Awards: Subject to Rule 8.3, in the event of a Change of Control prior to the Vesting Date, the Committee may determine in its sole discretion that all or a portion (including none) of the Participant’s unvested Award shall Vest or shall Vest at any time thereafter (and the extent to which any Performance Conditions applicable to those Awards shall be treated as satisfied, provided that Rule 6 shall in any case continue to apply), and any such portion of the Award that shall have Vested shall be distributed on the date on which it would have been distributed if the Change of Control had not occurred.

8.2 Effect of Change of Control on Vested Awards subject to a Retention Period: In no event shall a Vested Award be settled any earlier than the Release Date as a result of a Change of Control.

8.3 Corporate successors: The Plan shall not be automatically terminated by a transfer or sale of the whole or substantially the whole of the assets of Deutsche Bank AG, or by its merger or consolidation into or with any other corporation or other entity, but the Plan or an equivalent equity incentive plan shall be continued after such sale, merger or consolidation subject to the agreement of the transferee, purchaser or successor entity. In the event that the Plan is not continued by the transferee, purchaser or successor entity, the Plan shall, subject to and in accordance with the requirements of Section 409A, terminate subject to the provisions of the Plan, including Rule 7 and Rule 10, and the Participant or any Representative shall have no further claim for compensation arising out of any such termination of the Plan.

6 Administration

The following paragraph is added to the end of Rule 9.1 of the Plan:

The Plan and any Award Statement are intended to comply with Section 409A and shall be interpreted, operated and administered accordingly; provided, that, for purposes of the foregoing, references to a term or event (including any authority or right of any DB Group Company or a Participant) being “permitted” under Section 409A shall mean that the term or event will not cause the Award to be subject to taxation under Section 409A.

Rule 9.3 will be replaced with the following:

9.3 Forfeiture and Vesting: Subject to the requirements of Section 409A, the Committee shall have full discretion to determine whether or not any of the events or activities set forth in Rule 5 and/or Rule 6 has occurred.

7 Amendment or Termination of the Plan

Awards will Vest and be distributed as provided in the Plan; provided, that notwithstanding anything to the contrary in the Plan or any Award Statement:

The provisions of Rule 10 will be replaced with the following:

10.1 Termination of Plan: The Committee may terminate the Plan at any time at its sole discretion. In the event of a Qualifying Plan Termination prior to the Vesting Date, any outstanding Awards shall become fully Vested (and the Committee shall determine the extent to which any Performance Conditions shall be treated as satisfied) and shall be distributed to the Participant within a reasonable time following the date of such Qualifying Plan Termination, subject to any applicable payment timing requirements or restrictions under Section 409A, and thereafter the Participant shall cease to have any rights under the Plan or with respect to any Award. In the event of a Plan termination other than a Qualifying Plan Termination prior to the Vesting Date, any outstanding Awards shall continue to Vest and be paid or distributed, if at all, on the date on which it would have otherwise Vested and been paid or distributed, if at all, if the Plan had not been terminated, and thereafter the Participant shall cease to have further rights under the Plan or with respect to any Award, provided, however, that such distribution may be accelerated by the Committee to the extent necessary to avoid adverse tax consequences under Section 409A.

10.2 Amendment of Plan: Subject to the requirements of Section 409A, the Committee may at any time amend, alter or add to all or any of the provisions of the Plan (including, for the avoidance of doubt, the amendment of existing Schedules and the addition of new Schedules) or of any Award Statement or any Performance Condition in any respect in its sole discretion, provided that the Committee cannot materially adversely affect a Participant’s existing Award except:

(a) with the Participant’s prior consent; or

(b) where the amendment, alteration or addition is made in order to comply with applicable regulatory requirements (which, for the avoidance of doubt, includes any legislation or guidance published by a regulator from time to time).

For the avoidance of doubt no oral representation or statement made by any party, including any manager, officer, or director of any DB Group Company as to the interpretation, application or operation of this Plan or any Awards under it either generally or to any specific set of circumstances shall bind any DB Group Company unless it is confirmed in writing by the Plan Administrator or Senior Executive Compensation Committee.

10.3 Termination of Awards: Subject to the requirements of Section 409A and the provisions of Rule 5.1, the Committee may, in its sole discretion, decide at any time to replace an Award or a Tranche of an Award with an award of other assets (including cash) or to take such other steps as necessary or appropriate to prevent enlargement or dilution of rights.

24

25

Deutsche Bank Equity Plan 2022

Schedule 3: Germany

Set forth below is a summary of the contents of the Schedule to the Deutsche Bank Equity Plan for employees in Germany.

The Germany Schedule consists of procedural descriptions regarding:

 Procedure of the Career Retirement Election

 Implementation of Clawback for Material Risk Takers (MRT)

 Deduction of Tax and Social Security Amounts

 Types of Information with regards to Deferred Awards and access to these Information

Collective agreements covering Deferred Awards have been signed respectively for both managerial and non-managerial staff in Germany. The collective agreements for managerial and non-managerial staff cover the Deferred Awards guiding principles and procedures in a legally binding form regarding:

 Principles of Deferred Awards (Performance Conditions, Retention Periods, Vesting, Release and Delivery)

 Prerequisites for the Delivery/ Payment of Deferred Awards

 Forfeiture of Deferred Awards

 Suspension of Deferred Awards

 Clawback for Material Risk Takers (MRT)

While the collective agreement is the leading document in Germany, the global Plan Rules, Schedules and Award Statements and their respective applicability are referred to complementarily; yet, a majority of the collective agreements’ content is congruent to the Plan Rules and the Schedules for Germany.

26

Deutsche Bank Equity Plan 2022

Schedule 4: Russian Federation

This Schedule ("Schedule 4") modifies the provisions of the Deutsche Bank Equity Plan, as such may be amended from time to time (the "Plan"). The provisions of this Schedule 4 (i) apply with respect to Participants employed by a Russian employing company of the DB Group, and (ii) supersede any contrary provisions contained in the Plan or any Award Statement issued thereunder.

Except as expressly modified herein, all terms and conditions of the Plan are incorporated into this Schedule 4 as if first set forth herein. Any capitalised terms contained but not defined in this Schedule 4 shall have the meaning provided in the Plan.

1. Definitions

The following definitions defined in Rule 2 of the Plan shall be modified as follows:

The definition of "Agreed Termination" in Rule 2 of the Plan shall be replaced with the following provision:

"Agreed Termination" means termination of a Participant's employment with a DB Group Company on the basis of agreement between the Participant and a DB Group Company following the resolution of an employment-related dispute, resolved by the execution of a settlement, separation or compromise agreement containing, among other things, a full release of claims against each DB Group Company by the Participant, and which is approved as an Agreed Termination by the Committee.

The definition of "Cause" in Rule 2 shall be replaced by the definition of "Misconduct" as follows:

"Misconduct" means in respect of the Participant: (i) any act or omission or series of acts or omissions that, when taken together or alone, constitute a material breach of the terms and conditions of employment; (ii) the conviction of the Participant by a competent court of law of any crime (other than minor offences that do not adversely affect the business or reputation of any DB Group Company, as determined by the Committee in its sole discretion); (iii) unlawful, unethical or illegal conduct, or any misconduct by the Participant in connection with the performance of the Participant's duties as a DB Employee or conduct by the Participant otherwise in violation of the terms of the applicable employee handbook or other local policy or contractual documentation; (iv) knowingly failing or refusing to carry out specific lawful instructions from a DB Group Company (or a duly authorised employee or officer of such a company) relating to material matters or duties within the scope of the Participant's responsibilities for a DB Group Company; (v) committing any act involving dishonesty, fraud, misrepresentation, or breach of trust; or (vi) the issuance of any order or enforcement action against the Participant or against any DB Group Company in connection with the Participant's actions or omissions by any regulatory body with authority over the conduct of business by that DB Group Company where the issuance of that order or enforcement action impairs a) the financial condition or business reputation of the DB Group or any DB Group Company or b) the Participant's ability to perform the Participant's assigned duties (or would have done so if the Participant were still a DB Employee).

The definition of "Retirement" in Rule 2 shall be replaced with the following provision:

"Retirement" means the actual date of the Participant's retirement in accordance with the applicable Russian Federation law.

The definition of "Total Disability" in Rule 2 shall be replaced with the following provision:

"Total Disability" means the Participant being prevented from engaging in any substantial gainful activity by physical or mental impairment that can be expected to either (i) result in death or (ii) last for a continuous period of not less than 12 months as confirmed by the medical statement issued in accordance with effective Russian legislation and as certified by the Committee, at its sole discretion.

The following definitions are added to Rule 2 of the Plan:

"Cause" means a cause for termination of a Participant's employment as a DB Employee due to the Participant's fault as specified in Article 81 of the Russian Labour Code.

"Russian Labour Code" means the Labour Code of the Russian Federation dated 30 December 2001 No. 197-FZ.

2. General forfeiture

The following Rule 6.1(g) is added to Rule 6.1

g) during or after employment as a DB Employee the Participant is responsible for acts or omissions which comprise Misconduct.

27

3. Amendment or termination of the Plan

Rule 10.2 is replaced with the following:

10.2 Amendment of Plan: The Committee may at any time amend, alter or add to all or any of the provisions of the Plan (including, for the avoidance of doubt, the amendment of existing Schedules and the addition of new Schedules) or of any Award Statement or any Performance Condition in any respect in its sole discretion. For the avoidance of doubt no oral representation or statement made by any party, including any employee, officer, or director of any DB Group Company as to the interpretation, application or operation of this Plan or any Awards under it either generally or to any specific set of circumstances shall bind any DB Group Company unless it is confirmed in writing by the Plan Administrator or Senior Executive Compensation Committee.

4. General

Rule 11.1(a) is replaced with the following:

a) The granting of an Award is at the sole discretion of the Committee (or other persons the Committee permits to make Awards under Rule 4.1), in particular it has the right not to grant an Award, to cancel an Award, or to indefinitely defer payment of an Award. The Committee is not obligated to make any Award, or permit any Award to be made, in the future or to allow DB Employees to participate in any future or other compensation plan even if an Award has been awarded in one or more previous years.

Rule 11.10 is replaced with the following:

11.10 Assignment: Except in accordance with Rule 4.8, an Award, including a Vested Award, is not transferable or assignable by the Participant.

Rule 11.11 is replaced with the following:

11.11 Data Protection: Subject to prior written consent of the Participant given in accordance with the effective Russian legislation, any DB Group Company may collect and process various data that is personal to Participants (including, for example, name and address, taxpayer and social security identification numbers, and employee number or other means of confirming employment and title or position with a DB Group Company) for the purposes of administering the Plan, compliance with any requirement of law or regulation, including tax-related requirements, and the prevention or investigation of crimes and malpractice. This data will be collected directly from the Participant or from the DB Group Company that employs the Participant. A failure or refusal on the part of the Participant to provide or update the data (or to agree to the uses of the Participant's personal data described above) may result in the DB Group being unable to administer the Plan in respect of the Participant. Subject to prior written consent of the Participant given in accordance with the effective Russian legislation, a DB Group Company may disclose this data to its affiliates or service providers (including the Plan Administrator) in connection with administration of the Plan. Subject to prior written consent of the Participant given in accordance with the effective Russian legislation, a DB Group Company may transfer personal data of the Participant for its processing outside Russia where laws and practices relating to the protection of personal data may be weaker than those within Russia, including in the United States of America, but wherever practicable the DB Group will take steps to ensure that Participants' personal information is adequately protected and complies, so far as possible, with the local data protection legislation in Russia. In certain circumstances courts, law enforcement agencies or regulatory agencies within or outside Russia may be entitled to access the data. Depending on the country in which the Participant is employed, the Participant may have the right to request access to, a copy of and correction of information held by the DB Group and may write to the local Data Protection Officers of the DB Group, at the contact details which will be provided from time to time, for these purposes and also to request that the DB Group specify or explain its policies and procedures in relation to data and the types of data held.

5. Applicable law and jurisdiction

Rule 13 is replaced with the following:

Interpretation of these Plan Rules shall be governed by and construed in accordance with the laws of England and Wales to the exclusion of the rules on the conflict of laws, except when Russian law must apply. All disputes arising out of or in connection with this Award shall be subject to the exclusive jurisdiction of the courts of England and Wales, except in cases of mandatory jurisdiction of Russian courts.

28

Deutsche Bank Equity Plan 2022

Schedule 5: Canada

This schedule (“Schedule 5”) modifies the provisions of the Deutsche Bank Equity Plan, as amended from time to time (the “Plan”) with respect to Awards in relation to which the Participant is subject to taxation in Canada. The provisions of this Schedule 5 apply automatically to those Awards (whether applicable at the Award Date or not) and supersede any contrary provisions contained in the Plan or any Award Statement issued thereunder in relation to those Participants.

Any capitalized terms contained in this Schedule 5 shall have the meaning provided in the Plan.

These modifications are made to the Plan with the intention that the Plan be compliant with the Salary Deferral Arrangement rules in Canada.

1. Award Settlement

After Rule 7.8, a new Rule 7.9 will be inserted as follows:

7.9 Accelerated Vesting:

a) Any Award or Tranche which is not Vested by the end of the calendar year in which the second anniversary of the Award Date occurs shall Vest no later than the end of that calendar year. No Delivery or settlement shall take place later than the end of the calendar year in which the second anniversary of the Award Date occurs.

b) If the relevant Award or Tranche is subject to Performance Conditions and it has not been determined whether or to what extent the Performance Condition has been satisfied in good time to allow Delivery or settlement of the Award or Tranche by the latest time specified in Rule 7.9(a), then Delivery shall be on the basis that the Performance Condition is assumed to be satisfied in full (subject to the application of Rule 7.9(e)).

c) Where the Vesting of an Award is accelerated under this Rule 7.9 then until the Award has been Delivered, it shall remain subject to the provisions of the Plan providing for the forfeiture of Awards, which shall be applied as though the Award had not Vested until the date the Award would have Vested in the absence of this Rule 7.9.

d) After the Delivery of an Award the Vesting of which is accelerated under this Rule 7.9, if circumstances occur such that, had the Award not been so accelerated it would have been forfeited under the Plan Rules prior to the Delivery Date of the Award that would have applied in the absence of that acceleration, the Participant shall be obliged to pay to the Plan Administrator on demand:

i) the gross amount of any cash payment made to the Participant (prior to deduction of any taxes or social security contributions) in settlement of the Award;

ii) the market value at the time of Delivery, as determined by the Committee, of the gross number of DB Shares Delivered to the Participant in settlement of the Award; and

iii) the gross amount of any Dividend Equivalent paid to the Participant in connection with the Award.

In addition, subject to applicable law, any DB Group Company, with the written consent of the Participant, may reduce any sums otherwise payable to the Participant in satisfaction of that obligation, and/or may reduce the number of DB Shares subject to outstanding awards under the Plan or any other share plan operated by any DB Group Company by such number as the Committee considers to be appropriate in satisfaction of that obligation.

e) After the Delivery of an Award the Vesting of which is accelerated under this Rule 7.9, if any applicable Performance Condition which has been assumed to be satisfied in full is not fully satisfied, the Participant shall be obliged to pay to the Plan Administrator on demand:

i) the difference between the net amount of any cash payment made to the Participant (after deduction of any taxes or social security contributions) in settlement of the Award and the net amount that would have been paid had the Vesting of the Award not been accelerated;

ii) the market value at the time of Delivery, as determined by the Committee, of the gross number of DB Shares Delivered to the Participant in settlement of the Award less the gross number of DB Shares that would have been Delivered to the Participant had the Vesting of the Award not been accelerated, less the amount of tax and social security payments paid by the Participant in relation to the Delivery of that number of DB Shares; and

iii) the net amount of any Dividend Equivalent paid to the Participant (after deduction of any taxes or social security contributions) in connection with the Award to the extent that that payment related to DB Shares subject to the Award that would not have been Delivered had the Vesting of the Award not been accelerated.

In addition, subject to applicable law, any DB Group Company, with the written consent of the Participant, may reduce any sums otherwise payable to the Participant in satisfaction of that obligation, and/or may reduce the number of DB Shares subject to outstanding awards under the Plan or any other share plan operated by any DB Group Company by such number as the Committee considers to be appropriate in satisfaction of that obligation.

Where, as a result of the application of this Rule 7.9(e) the Participant is entitled to reclaim any tax or social security payments from the tax authorities, any amounts so reclaimed shall be repaid to the Plan Administrator as soon as practicable after receipt by the Participant.

29

f) The foregoing provisions of this Rule 7.9 relating to the time of Delivery or settlement of an Award or Tranche shall supersede any contrary provision of the Plan relating to the time of relevant Delivery or settlement.

30

Deutsche Bank Equity Plan 2022

Schedule 6: France

Addendum for Participants in France governing Qualified Free Share Awards.

1 Purpose

This schedule (“Schedule 6”) modifies the terms of the Deutsche Bank Equity Plan (the “Plan”) with respect to Awards which are intended to be Qualified Free Share Awards (as defined under paragraph 2 below) and are designated as such in the Award Statement. For the avoidance of doubt, an Upfront Award (as designated in the Award Statement) is not intended to be a Qualified Free Share Award (and will not be designated as such in the Award Statement).

The terms and conditions of this Schedule 6 are identical to the Plan except as provided below. They have to be read in conjunction with the Plan Rules. In the event of any conflict between the terms and conditions of this Schedule 6 and the Plan, the provisions of this Schedule 6 shall prevail for the grants made hereunder.

The purpose of this Schedule 6 is to ensure that Awards are in conformity with the applicable legislation, and notably French legislation in relation to qualified equity plans in France (see “Qualified Free Share Award” as defined in paragraph 2 below).

DB is committed to ensuring that Schedule 6 is compliant with the French corporate law governing performance shares as well as CRD IV requirements affecting variable compensation settled in shares to any eligible Participants.

The Committee duly appointed by the Management Board has approved the terms of the qualified equity plan, in accordance with the applicable German legislation, and has notably determined the conditions that are applicable in case of disability, and has proceeded to grant Qualified Free Share Awards.

For the avoidance of doubt, under this Plan, the Committee means the Senior Executive Compensation Committee in normal circumstances but may alternatively be the Management Board or any committee or other entity or person designated by the Management Board to act as the decisional body under this Plan.

2 Definitions

The following definitions are added to Rule 2 of the Plan:

“Qualified Free Share Award” means a qualified free share award, as authorised by the ad hoc body of Deutsche Bank AG, within the meaning of:

– Articles L.225-197-1 to L.225-197-6 of the French Commercial Code for legal purposes;

– Article 80 quaterdecies of the French General Tax Code for tax purposes;

– Articles L.242-1, L.137-13 and L.137-14 of the French Social Security Code for social security purposes; and

– French Tax Regulation (BOFIP) dated July 24, 2017 BOI-RSA-20-20-10-20-20170724.

The definition of “Award” in Rule 2 is replaced with the following provision:

“Award” means a conditional right to receive DB Shares (which are newly issued or existing DB Shares purchased by Deutsche Bank AG at no cost to the Participant) following the Release Date and which is designated as a Qualified Free Share Award in the Award Statement. An Award does not give a Participant a right to subscribe for unissued DB Shares.

The definition of “Subsidiary” in Rule 2 is replaced with the following provision:

“Subsidiary” means a company or other entity of which a Holding Company has a direct or indirect controlling interest or equity or ownership interest which represents more than fifty percent (50%) of the aggregate equity or ownership interest in that company or entity, and, in the case of a Subsidiary of Deutsche Bank:

– in which at least 10% of the voting rights and/or equity is held directly or indirectly by Deutsche Bank AG;

– which holds, directly or indirectly, at least 10% of the voting rights and/or equity in Deutsche Bank AG; or

– which at least 50% of the equity or voting rights are held, directly or indirectly, by a company which itself holds at least 50% of Deutsche Bank AG

The definition of “Total Disability” in Rule 2 is completed with the following provision:

Disabilities as defined in the second and third categories by Article L.341-4 of the French Social Security Code shall be understood as a part of Total Disability.

The definition of “Dividend Equivalents” in Rule 2 is deleted.

3 Interpretation

This Schedule 6 does not amend this Rule.

31

4 Awards

Rule 4 (Awards) of the Plan is amended as follows:

a) At the end of Rule 4.1 (Eligibility) of the Plan, the following wording is added:

Notwithstanding the above, DB Employees who are eligible to be granted Awards under Schedule 6 shall consist exclusively of employees performing their professional activity in France for the DB Group at some point between the Award Date and before the Vesting Date, or determined as such by the Committee, and with a valid employment contract such as defined at Articles L.225-197¬1 and L.225-197-2 of the French Commercial Code and/or corporate officers listed hereafter : “President du Conseil d’Administration”, “Directeur General”, “Directeurs Generaux delegues”, Members of the “Directoire”, “Gerant” of the “Societe par actions” of Deutsche Bank AG or of any parent or subsidiary of Deutsche Bank AG, “President” of the “Societe par Actions Simplifiees”.

An Award may not be granted to employees or corporate officers holding more than 10% of the issued share capital of Deutsche Bank AG or any holder who, after having received DB Shares under this Schedule 6, would hold more than 10% of the issued share capital in Deutsche Bank AG.

b) At the end of Rule 4.2 (Terms of Awards) of the Plan, the following wording is added:

Awards will be settled only by delivery of DB Shares to the Participant. DB Shares that may be delivered pursuant to Awards granted under this Schedule 6 shall not exceed 10% of the share capital of Deutsche Bank AG. Awards granted under this Schedule 6 are also subject to the terms and conditions set forth in this Schedule 6 and the terms of the Award Statement.

It is nevertheless expected that none of the Awards made in accordance with the Plan shall be part of a collective award of shares. For the avoidance of doubt, a collective award of shares means the allocation of DB share benefits to all the employees of the company.

Notwithstanding any other provision of the Plan to the contrary (other than Rule 5.2 and Rule 8), the transfer of Shares to the Participant must not be before the second (2nd) anniversary of the Award Date.

c) A new Rule 4.3(g) is inserted as follows:

g) that the Award is designated as a Qualified Free Share Award.

d) Rule 4.8 (Dividend Equivalents) is deleted.

e) At the end of Rule 4.9 (Non-transferable Awards) of the Plan the following wording is added:

Further, a Participant to whom an Award under this Schedule 6 is granted shall have no shareholder rights including the right to vote or to receive dividends, until the Award is duly settled and the ownership of the DB Shares is transferred to the Participant, after the Release Date. For the avoidance of doubt, for Awards subject to a Retention Period, the Participant shall not acquire shareholder’s rights earlier than the expiration of the applicable Retention Period.

DB Shares obtained by the Participant pursuant to Awards will be registered in the name of the Participant or be identifiable. They will be registered in the Company’s books in an individual account.

f) A new Rule 4.13 inserted as follows:

4.13 Restriction on sale of shares: Notwithstanding any provision of the Plan to the contrary, DB Shares acquired pursuant to an Award shall not be sold:

i. Within ten (10) trading days before and within three (3) days after the publication of Deutsche Bank AG’s annual consolidated accounts, and;

ii. Within a period starting with the date at which Deutsche Bank AG’s corporate officers have knowledge of information which, if it were made public, would have significant impact on the DB share’s value and ending ten (10) trading days after the information becomes public knowledge.

This Rule 4.13 shall not apply to the extent that the domestic legislation applicable to the Company provides similar restriction periods relating to sale of DB Shares and consequently, offers equivalent guarantees to those provisions of the French Commercial Code.

32

5 Impact of termination of employment

At the end of Rule 5.2 (Termination upon death or Total Disability) of the Plan the following sentence is added:

In case of Total Disability, the Committee has resolved that the provisions specified in this Rule 5.2 shall apply to French Qualified Free Share Awards.

Rule 5.3 (Termination resulting in forfeiture) of the Plan is amended by the addition of the following wording at the end:

Notwithstanding the above, where an Award not subject to a Retention Period then the forfeiture provisions under Rules 5.3(b), (c) and (e) will cease to apply for the first Tranche of that Award on the first anniversary of the Award Date.

6 General forfeiture

This Schedule 6 does not amend this Rule.

7 Award Settlement

Rule 7 (Award Settlement) of the Plan is amended as follows:

(a) The wording “and any DB Shares to be delivered pursuant to Dividend Equivalents” is deleted from Rule 7.1(a).

(b) At the end of Rule 7.1 (a) of the Plan, the following sentences are added:

An Award must be settled by the Plan Administrator only in accordance with this Rule 7.1(a). For the avoidance of doubt, the Plan Administrator will not have discretion as to the settlement of an Award made under this Schedule 6. Awards will be settled only by delivery of DB Shares to the Participant.

(c) Rules 7.1 (b) and 7.1 (c) and the penultimate paragraph of Rule 7.1 (“For the purposes of Rule 7.1(c)...”) of the Plan are deleted by this Schedule 6.

(d) Rules 7.2 “Payment” of the Plan is deleted by this Schedule 6.

(e) At the end of Rule 7.4 “Tax and social security and other statutory withholding” of the Plan, the following sentence is added:

If the Participant has exercised a professional activity in France prior to the Vesting Date, a withholding tax will be assessed on the portion of the vested gain related to the French source activity realized by the non-French tax resident Participant, in accordance with Article 182 A ter of the French tax code.

8 Corporate events

Rule 8 (Corporate events) of the Plan is amended as follows:

(a) Rule 8.2 (Effect of Change of Control on Vested Awards subject to a Retention Period) is amended to read as follows:

Except as may otherwise be specified in a Participant’s Award Statement, on or before the occurrence of a Change of Control, the Committee shall have the discretion to determine as to whether the Retention Period to which a Vested Award (whether Vested pursuant to Rule 8.1 or otherwise) is subject shall be treated as ending before the Release Date specified in the Award Statement as a result of the Change of Control.

As per Article L.225-197-1 III of the French Commercial Code, in the event of the exchange of DB Shares without cash payment resulting from a merger occurring before the Vesting Date or during the Retention Period and in the event of share exchange resulting from a public offer, the provisions relating to Vesting and the Retention Period shall remain applicable, unless the Committee decides otherwise pursuant to Rule 8 of the Plan

(b) At the end of Rule 8.4 (Changes in capitalisation), the following paragraphs are added:

Additional fractional shares or additional shares transferred as a result of this Rule will not be recognized as Qualified Free Share Awards.

If any capital operation restrictively listed under Article L. 225-181 of the French Commercial Code is realized by the company, the Board or the Committee may adjust the number of Qualified Awards granted to the French Participants.

9 Administration

This Schedule 6 does not amend this Rule.

33

10 Amendment or termination of the Plan

Rule 10 (Amendment or termination of the Plan) of the Plan is amended as follows:

(a) At the end of Rule 10.2 (Amendment of the Plan), the following paragraph is added:

This Schedule 6 has been drafted based on French legislation in force at the present time. The Committee shall have discretion to amend any provisions of this Schedule 6 in order to take into account any amendment or modification of French legislation (including subsequent official comments from the French tax authorities). The Committee reserves the right to adjust or cancel Awards and consider any replacement awards in cash or in shares in case new legislation affecting these awards would (i) contradict its compensation policy and notably DB Group governance rules adopted in conformity with CRD IV applicable legislation and (ii) change any tax and social security treatment for DB and/or the Participants when compared to the French legislation in force on the Award Date.

(b) Rule 10.3 (Termination of Awards) of the Plan is deleted.

11 General

Rule 11.7 (No right to dividends) of the Plan is hereby replaced with the following:

11.1 No shareholder rights: Notwithstanding any provisions to the contrary, an Award does not give any shareholder rights, including the right to vote or to receive dividends, until Delivery of the DB Shares after the Release Date.

12 Notices

This Schedule 6 does not amend this Rule.

13 Applicable law and jurisdiction

This Schedule 6 does not amend this Rule.

34

Deutsche Bank Equity Plan 2022

Schedule 7: New Hire

This schedule (“Schedule 7”) contains the rules of the Deutsche Bank Equity Plan applicable to Participants who become a DB Employee on or after 1 February 2014 (other than as a result of a DB Group Company acquiring or merging with a company or other entity which employed the Participant), whether or not they had previously been a DB Employee.

The rules of the Deutsche Bank Equity Plan apply to Awards granted under Schedule 7, and such rules are incorporated herein, except as amended by this Schedule 7.

If this Schedule 7 applies to an Award made under Schedule 1 to the Deutsche Bank Equity Plan (the Deutsche Bank Cash Plan), then references above to the Deutsche Bank Equity Plan shall be to that plan as amended by Schedule 1. If this Schedule 7 applies to an Award to a Participant who is subject to federal taxation in the United States of America, then references above to the Deutsche Bank Equity Plan shall be to that plan as amended by Schedule 2. If this Schedule 7 applies to an Award to which Schedule 3 also applies, then references above to the Deutsche Bank Equity Plan shall be to that plan as amended by Schedule 3. If this Schedule 7 applies to an Award to a Participant who is employed by a Russian employing company of the DB Group, then references above to the Deutsche Bank Equity Plan shall be to that plan as amended by Schedule 4. If this Schedule 7 applies to an Award to a Participant who is subject to taxation in Canada, then the references above to the Deutsche Bank Equity Plan shall be to that plan as amended by Schedule 5. If this Schedule 7 applies to an Award designated as a Qualified Free Share Award in accordance with Schedule 6, then the references above to the Deutsche Bank Equity Plan shall be to that plan as amended by Schedule 6. If this Schedule 7 applies to an Award to which Schedule 10 also applies, then references above to the Deutsche Bank Equity Plan shall be to that plan as amended by Schedule 10.

1 Definitions

The definition of “Career Retirement” in Rule 2 is replaced with the following:

“Career Retirement” means voluntary termination of employment as a DB Employee by a Participant who has complete years of age plus number of complete years of service as a DB Employee equalling 60 or more (“Rule of 60”), provided however that the Participant must have five or more complete years of consecutive service (the “Consecutive Service Requirement”) as a DB Employee on or before the most recent date of termination of employment and provided the Participant has made a valid Election to Career Retire in connection with the relevant Award. If the Consecutive Service Requirement is satisfied, the number of complete years of service used to calculate the Rule of 60 may also include any period of employment as a DB Employee prior to a break in continuous service. Where a Participant evidences to the satisfaction of the Committee (in its absolute discretion) within 3 months of the date the Participant becomes a DB Employee (or such longer period as the Committee may permit) that, had the Participant remained employed by the employer who employed the Participant immediately before the Participant became a DB Employee (the “Previous Employer”), the Participant would have been entitled to retire at some point within five years of the time the Participant became a DB Employee and retain outstanding awards made to the Participant by the Previous Employer, under a provision which is broadly equivalent to the Career Retirement provisions of this Plan (and which takes account of the age of the Participant), then the Rule of 60 shall not apply for the purpose of this definition but the Consecutive Service Requirement and the requirement to make an Election shall still apply. Where such a Participant who becomes a DB Employee on or after 1 January 2016 further so evidences that the Participant would, at the time of ceasing employment with the Previous Employer, have been entitled to retire and retain outstanding awards made to the Participant by the Previous Employer, under such a provision, then in addition to the Rule of 60 not applying, the Consecutive Service Requirement shall be reduced to three or more years of consecutive service (the “Reduced Consecutive Service Requirement”).

2 Termination resulting in forfeiture

Rule 5.3(c) shall be replaced with the following:

“without prejudice to the generality of Rule 5.3(b), an Annual Award that has not Vested shall be automatically forfeited if, at any time prior to the Vesting Date, a Participant who meets the Rule of 60 (where that rule applies for the purposes of the definition of “Career Retirement”) and Consecutive Service Requirement (or Reduced Consecutive Service Requirement, as applicable) ceases to be a DB Employee as a result of the Participant resigning or the Participant terminating the Participant’s employment with a DB Group Company for any reason in circumstances in which the Participant either failed to make an Election to Career Retire, or failed to respond to or follow the procedures outlined in Rule 4.6 or to submit an Election in accordance with those procedures in relation to such Annual Award and whose cessation of employment does not fall within the definition of Retirement, Public Service Retirement or Agreed Termination;”

Rule 5.3(h) shall be replaced with the following:

“without prejudice to the generality of Rule 5.3(g), an Upfront Award shall be automatically forfeited if, at any time prior to the Release Date, a Participant who meets the Rule of 60 (where that rule applies for the purposes of the definition of “Career Retirement”) and Consecutive Service Requirement (or Reduced Consecutive Service Requirement, as applicable) ceases to be a DB Employee as a result of the Participant resigning or the Participant terminating the Participant’s employment with a DB Group Company for any reason in circumstances in which the Participant either failed to make an Election to Career Retire, or failed to respond to or follow the procedures outlined in Rule 4.6 or to submit an Election in accordance with those procedures in relation to such Upfront Award and whose cessation of employment does not fall within the definition of Retirement, Public Service Retirement or Agreed Termination;”

35

Deutsche Bank Equity Plan 2022
Schedule 8: Severance Awards

Schedule governing Severance Award

1 Purpose

This schedule (“Schedule 8”) modifies the terms of the Deutsche Bank Equity Plan (the “Plan”) with respect to Awards which are intended to be Severance Awards and are designated as such in the Award Statement.

Severance Awards are intended to be granted to DB Employees who are shortly to cease to be DB Employees, in circumstances where the Committee has determined that such an Award would be appropriate, taking into account the applicable regulatory framework. The purpose of Severance Awards is to seek to ensure that the interests of Participants continue to align with the interests of the DB Group following their ceasing to be DB Employees, notwithstanding Rule 1 of the Plan.

2 Application of Plan

The rules of the Plan, as amended by this Schedule 8, apply to Severance Awards granted under this Schedule 8.

3 Definitions

The following definition is added to Rule 2 of the Plan:

“Severance Award” means any Award referred to as a Severance Award in the Award Statement.

The definition of “Award” in Rule 2 is replaced with the following provision:

“Award” means a conditional right to receive DB Shares following the Release Date granted pursuant to this Plan which may be an Annual Award, New Hire Award, Retention Award, Severance Award or Upfront Award. An Award does not give a Participant a right to subscribe for unissued DB Shares.

4 Award Statement

Rule 4.3(c) shall be replaced with the following:

“c) the type of Award (Annual, New Hire, Retention, Severance or Upfront Award);”

5 Termination

A new Rule 5.1(g) shall be added as follows:

“g) in relation to Severance Awards only, ceasing to be a DB Employee as anticipated when the Severance Award was granted. “

6 Corporate Events

The heading of Rule 8.1 shall be changed to:

“8.1 Effect of Change of Control on Annual, New Hire, Retention and Severance Awards:”

36

Deutsche Bank Equity Plan 2022
Schedule 9: Italy

This schedule ("Schedule 9") modifies the provisions of the Deutsche Bank Equity Plan, as amended from time to time (the "Plan") with respect to Awards made to a Participant who is employed by Deutsche Bank S.p.A. or Deutsche Bank Mutui S.p.A. at the Award Date. The provisions of this Schedule 9 apply automatically to those Awards and supersede any contrary provisions contained in the Plan or any Award Statement issued thereunder in relation to those Participants.

If this Schedule 9 applies to an Award to a Participant who is subject to federal taxation in the United States of America, then references above to the Deutsche Bank Equity Plan shall be to that plan as amended by Schedule 2.

1. Additional forfeiture provisions

Rule 6.7 (Additional forfeiture provisions for Material Risk Takers) is replaced with the following:

6.7 Additional forfeiture provisions: In addition to the other forfeiture provisions contained in the Plan Rules (and without prejudice to the operation of those provisions), any part of an Award that has not been Delivered shall be forfeited, without any claim for compensation by the Participant or any Representative, if the Committee determines in its sole discretion that the Participant has during the Performance Period in relation to which that Award was made:

a) participated to a significant extent in or been responsible for conduct that has resulted in significant loss or a material regulatory sanction (which, for the avoidance of doubt, shall include any significant supervisory measure imposed on DB Group or any DB Group Company) for any DB Group Company; or

b) failed to comply to a significant extent with relevant external or internal rules regarding appropriate standards of conduct (including, without limitation, standards of fitness and propriety and/or any Applicable DB Group Policy or Procedure) within the ambit of section 18 para 5 sentence 3 no. 2 of InstitutsVergV or a similar provision in any other applicable regulation.

2. Clawback of Awards

Rule 6.8(a) is replaced with the following:

a) This Rule 6.8 applies in relation to an Award (or, where applicable, Tranches of an Award) Delivered to a Participant if the Committee determines in its sole discretion that the Participant has during the Performance Period in relation to which the Award is made:

(i) participated to a significant extent in or been responsible for conduct that has resulted in significant loss or a material regulatory sanction for any DB Group Company (which, for the avoidance of doubt, shall include any significant supervisory measure imposed on DB Group or any DB Group Company); or

(ii) failed to comply to a significant extent with relevant external or internal rules regarding appropriate standards of conduct (including, without limitation, standards of fitness and propriety and/or any Applicable DB Group Policy or Procedure) within the ambit of section 18 para 5 sentence 3 no. 2 of InstitutsVergV or the equivalent provision in any other applicable regulation.

37

Deutsche Bank Equity Plan 2022
Schedule 10: United Kingdom

This schedule (“Schedule 10”) modifies the provisions of the Deutsche Bank Equity Plan, as amended from time to time (the “Plan”) with respect to Awards made to Participants who (1) are employed by a DB Group Company situated in the United Kingdom, and (2) are Material Risk Takers for the purposes of the Rulebook of any DB Group Company situated in the United Kingdom in any part of a Performance Period in relation to which an Award is made or, in respect of clause 3 below, were a material risk taker for the purposes of the Rulebook at their former employer(s). The provisions of this Schedule 10 supersede any contrary provisions contained in the Plan or any Award Statement issued thereunder in relation to those Participants. Except as expressly modified herein, all terms and conditions of the Plan are incorporated into this Schedule 10 as is first set forth herein. Any capitalised terms contained but not defined in this Schedule 10 shall have the meaning provided in the Plan.

1 Definitions

The following definitions are added to Rule 2 of the Plan:

“Clawback Period” means (i) a period of 7 years from the Award Date; or (ii) in the case of a "higher paid" Material Risk Taker for the purposes of the Rulebook who performs a PRA senior management function, a period of 7 years from the Award Date or 10 years from the Award Date where a DB Group Company has commenced an investigation, or has been notified by any competent regulatory authority that an investigation has been commenced, into facts or events which the Committee considers could potentially lead to the application of clawback were it not for the expiry of the clawback period; (iii) in the case of a Material Risk Taker for the purposes of InstitutsVergV, if later, the period ending on the second anniversary of the Last Vesting Date for the Award.

“FCA” means the United Kingdom Financial Conduct Authority, and any successors from time to time.

“PRA” means the United Kingdom Prudential Regulation Authority, and any successors from time to time.

“Reduction Notice” has the meaning given to it in the Rulebook.

“Remuneration Code” means the Senior Management Arrangements, Systems and Controls 19D Dual regulated Firms Remuneration Code, as amended from time to time.

“Remuneration Statement” has the meaning given to it in the Rulebook.

“Rulebook” means the Remuneration Part of the PRA Rulebook, as amended from time to time.

The definition of "Retirement" in Rule 2 of the Plan is replaced with the following:

"Retirement" means retirement at pensionable age as determined in accordance with the pension plan arranged or provided by or in conjunction with a DB Group Company, of which the Participant is, or is eligible to be, a member, provided the Participant has made a valid Election to Retire in connection with the relevant Award.

2 General

For the avoidance of doubt, references to:

– “any other competent regulatory authority” in Rule 6.2(d) shall include the PRA and the FCA;

– “applicable laws or regulations" in Rule 6.7 shall include the Rulebook and the Remuneration Code; and

– “other applicable regulation” in Rules 6.7(b) and the definition of “Material Risk Taker” shall include the Rulebook and the Remuneration Code.

3 Retirement and Career Retirement – Election to Retire

All references to "Election to Career Retire" shall be replaced with "Election to Retire".

Rules 4.6 and 4.7 shall be replaced with the following:

4.6 Retirement Election – Annual Awards or Upfront Awards: The termination treatment in relation to Retirement or Career Retirement set out in Rule 5.1(e) shall only apply to an Annual Award or Upfront Award (as applicable) if the Participant has notified the Plan Administrator during any time period required by the Plan Administrator in relation to that Award that the Participant intends to terminate employment as a DB Employee by reason of Retirement or Career Retirement in accordance with the procedures established by the Plan Administrator for those purposes (an "Election" or an "Election to Retire"). An Election shall constitute a binding agreement that may only be modified pursuant to the terms and conditions in the Election. The Plan Administrator may require, among other things, one or more Elections to be made in relation to an Award and may set a time period after which an Election will expire. An Election shall not be treated as notice of termination of employment given by the Participant, however, a failure to make an Election may result in forfeiture of an Award on termination in circumstances where there would have been no such forfeiture had an Election been made.

38

4.7 Retirement Election – Retention Awards: The termination treatment in relation to Retirement or Career Retirement set out in Rule 5.1(f) shall only apply to a Retention Award if the Participant has notified the Plan Administrator during any time period required by the Plan Administrator in relation to that Retention Award that the Participant intends to terminate employment as a DB Employee (such termination to take effect on or after the Retention Award Event Date) by reason of Retirement or Career Retirement in accordance with the procedures established by the Plan Administrator for those purposes (an "Election" or an "Election to Retire"). An Election shall constitute a binding agreement that may only be modified pursuant to the terms and conditions in the Election. The Plan Administrator may require, among other things, one or more Elections to be made in relation to a Retention Award and may set a time period after which an Election will expire. An Election shall not be treated as notice of termination of employment given by the Participant, however, a failure to make an Election may result in forfeiture of a Retention Award on termination in circumstances where there would have been no such forfeiture had an Election been made.

Rules 5.3(c) and (d) shall be replaced with the following:

(c) without prejudice to the generality of Rule 5.3(b), an Annual Award that has not Vested shall be automatically forfeited if, at any time prior to the Vesting Date, a Participant who has reached pensionable age (as referred to in the definition of "Retirement") or who meets the Rule of 60 and Consecutive Service Requirement ceases to be a DB Employee as a result of the Participant resigning or the Participant terminating the Participant's employment with a DB Group Company for any reason in circumstances in which the Participant either failed to make an Election to Retire, or failed to respond to or follow the procedures outlined in Rule 4.6 or to submit an Election in accordance with those procedures in relation to such Annual Award and whose cessation of employment does not fall within the definition of Public Service Retirement or Agreed Termination;

(d) without prejudice to the generality of Rule 5.3(b), a Retention Award that has not Vested shall be automatically forfeited if:

(i) at any time prior to the Retention Award Event Date, a Participant ceases to be a DB Employee as a result of the Participant resigning or the Participant terminating the Participant's employment with a DB Group Company for any reason (and regardless of whether or not the Participant has reached pensionable age (as referred to in the definition of "Retirement") or meets the Rule of 60 or Consecutive Service Requirement) unless cessation of employment falls within the definition of Agreed Termination, or

(ii) at any time on or after the Retention Award Event Date and prior to the Vesting Date, a Participant who has reached pensionable age (as referred to in the definition of "Retirement") or who meets the Rule of 60 and Consecutive Service Requirement ceases to be a DB Employee as a result of the Participant resigning or the Participant terminating the Participant's employment with a DB Group Company for any reason in circumstances in which the Participant either failed to make an Election to Retire, or failed to respond to or follow the procedures outlined in Rule 4.7 or to submit an Election in accordance with those procedures in relation to such Retention Award and whose cessation of employment does not fall within the definition of Public Service Retirement or Agreed Termination;

Rule 5.3(h) shall be replaced with the following:

(h) without prejudice to the generality of Rule 5.3(g), an Upfront Award shall be automatically forfeited if, at any time prior to the Release Date, a Participant who has reached pensionable age (as referred to in the definition of "Retirement") or who meets the Rule of 60 and Consecutive Service Requirement ceases to be a DB Employee as a result of the Participant resigning or the Participant terminating the Participant's employment with a DB Group Company for any reason in circumstances in which the Participant either failed to make an Election to Retire, or failed to respond to or follow the procedures outlined in Rule 4.6 or to submit an Election in accordance with those procedures in relation to such Upfront Award and whose cessation of employment does not fall within the definition of Public Service Retirement or Agreed Termination;

4 Buy-outs

A new Rule 4.12 is added as follows:

4.12 “buy-out” or “replacement”

Where a New Hire Award structured, or referred to, as a “buy-out” or “replacement” in the Award Statement, is proposed to be granted under the Plan in respect of an award that was (i) granted to the relevant DB Employee by their former employer(s) in respect of a period during which they were a material risk taker for the purposes of the Rulebook; and (ii) forfeited as a result of their accepting an offer of employment with the DB Group, the New Hire Award may only be made if the relevant DB Employee has provided a DB Group Company with a Remuneration Statement.

A new Rule 6.9 is added as follows:

6.9 Reduction Notice

In addition to the other forfeiture provisions contained in the Plan Rules (and without prejudice to the operation of those provisions), if a DB Group Company receives a Reduction Notice from a Participant’s former employer, any part of a New Hire Award that was granted in respect of a forfeited award listed in the Remuneration Statement provided by the Participant that has: a) not been Delivered shall be forfeited in the amount set out in the Reduction Notice; and b) been Delivered shall, where the Reduction Notice has been received during the Clawback Period, be reimbursed by the Participant to the DB Group in accordance with Rule 6.8 and references in Rule 6.8 to the “Clawback Amount” shall be to such amount as is set out in the Reduction Notice less any amounts recovered under Rule 6.9(a).

39

5 Clawback of Awards delivered to Material Risk Takers for the purposes of the Rulebook Rule 6.8(a) is hereby replaced with the following:

a) This Rule 6.8 applies in relation to an Award (or, where applicable, Tranches of an Award) Delivered to a Participant who was a Material Risk Taker for the purposes of the Rulebook in any part of the Performance Period (being from calendar year 2021 onwards for a DB UK Bank Ltd Material Risk Taker and from calendar year 2022 onwards for a DB AG London Branch Material Risk Taker) in relation to which the Award is made, and the Committee has determined that applicable laws or regulations require that a provision such as this Rule 6.8 apply to that Award, if the Committee determines in its sole discretion that:

i) the Participant’s actions or omissions have amounted to misbehaviour or material error; and /or

ii) Deutsche Bank or the relevant business unit has suffered a material failure of risk management.

In making its determination, the Committee shall take into account all factors that it reasonably considers to be relevant (including, whether the Participant (I) has participated to a significant extent in, or was responsible for, conduct which resulted in significant loss or a material regulatory sanction for any DB Group Company (which, for the avoidance of doubt, shall include any significant supervisory measure imposed on DB Group or any DB Group Company); or (II) failed to comply to a significant extent with relevant external or internal rules regarding appropriate standards of conduct (including, without limitation, standards of fitness and propriety and/or any Applicable DB Group Policy or Procedure) and, in respect of Rule 6.8(a)(ii), the Participant’s proximity to the applicable failure and their level of responsibility).

Rule 6.8(b) is hereby replaced with the following:

b) Where the Committee determines that either this Rule 6.8 or Rule 6.9 apply in relation to an Award (or Tranche of an Award), the Participant shall be required to reimburse the Clawback Amount to the DB Group in accordance with the provisions of this Rule 6.8. The Committee shall notify the Participant in writing of the determination and of the Clawback Amount that is due from the Participant (a “Clawback Notice”).

Rule 6.8(g) is hereby replaced with the following:

g) This Rule 6.8 shall not apply to an Award unless the Clawback Notice is delivered so as to take effect before the end of the relevant Clawback Period.

40

Deutsche Bank Equity Plan 2022

Plan Rules Addendum: Australia

This is an Addendum to the Plan Rules dated 1 March 2022 (“Rules”) for Australian residents. Terms used in this Addendum will have the same meaning as the terms used in the Rules. The offer is made pursuant to ASIC Class Order 14/1000, which requires Deutsche Bank to disclose the following to you:

a) The acquisition price of Deutsche Bank Shares subject to an Award will be $A nil. However, you may derive an amount of assessable income for Australian income tax purposes at the time the Award vests or at the time you cease to be employed by Deutsche Bank. You may also be subject to income tax on any capital gain arising when you sell the Deutsche Bank Shares.

b) The current closing price of Deutsche Bank Shares on the Frankfurt exchange can be found on the Deutsche Bank dbnetwork at https://dbn.intranet.db.com/

c) The Australian dollar equivalent of the current closing price of Deutsche Bank Shares can be obtained from [email protected]

d) Share ownership carries risks and the price of shares on the Frankfurt Stock Exchange and on other stock exchanges is volatile. Deutsche Bank’s share price and trading volumes, as with those of all listed companies, may fluctuate due to factors including but not limited to:

i. economic conditions affecting interest rates, inflation rates, foreign exchange rates and employment rates, amongst other factors;

ii. market sentiment in respect of Deutsche Bank specifically or a market or markets generally;

iii. changes to fiscal policies, financial, corporate or other regulation and other government action or inaction in any country or region connected to, or presumed to be connected to, a market in which Deutsche Bank operates;

iv. environmental and geopolitical circumstances such as natural disasters, or threats or acts of military conflict or terrorism;

v. Deutsche Bank’s day-to-day operations and any transactions to which Deutsche Bank is a party to or is subject to, such as mergers, acquisitions, partnerships, joint ventures or restructures;

vi. real or predicted fluctuations in Deutsche Bank’s performance;

vii. the departure and/or appointment of key personnel to Deutsche Bank; and

viii. the action or inaction of any one employee, contractor or agent of Deutsche Bank.

As a result of these and other innumerable factors the value of Deutsche Bank shares may fall and dividends may not be paid or maintained at historical levels. The amount received on the sale of Deutsche Bank shares may be substantially less than the price paid for those shares (whether in cash or in kind). Prospective investors should refer to the latest Frankfurt Stock Exchange announcements and Deutsche Bank’s annual report for more information on Deutsche Bank and Deutsche Bank shares. The terms and conditions of the award are detailed in the Deutsche Bank Equity Plan rules available on the Deferred Compensation pages of HR Connect and on your Award Statement available through HR Connect. Deutsche Bank will, within a reasonable period of the employee so requesting, provide the employee a copy of the Plan Rules without charge.

WARNING

Please note that any financial product advice contained in the documentation related to the Plan is general advice only. No financial product advice is provided in the documentation related to the Plan and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to influence a person or persons in making a decision to participate in the Plan. The documentation does not take into account the objectives, financial situation or needs of any particular person. Before acting on the information contained in the documentation, or making a decision to participate in the Plan, you should seek professional advice from an independent person who is licensed by the Australian Securities and Investments Commission to give advice about participants in the Plan as to whether participation in the Plan is appropriate in light of your own circumstances.

41

Exhbit 4.9

Deutsche Bank

Human Resources

Deutsche Bank

Restricted Share Plan 2022

Plan Rules

This document constitutes part of a prospectus covering securities that have been registered under the U.S. Securities Act of 1933

Effective date: March 1, 2022

1 Purpose

The Deutsche Bank Restricted Share Plan is intended to motivate key employees by aligning the interests of employees of the DB Group with those of the shareholders and fostering a sense of employee ownership through awards linked directly to the Deutsche Bank share price in a fashion that is consistent with safe and sound banking practices, particularly with respect to the applicable regulatory guidance and requirements governing incentive compensation practices.

Participants in the Plan are selected at the discretion of the Committee. Participation during one Plan year does not guarantee future participation.

2 Definitions

For the purposes of the Plan, the following terms shall have the meanings indicated:

“Acknowledgement” has the meaning given in Rule 4.7, and “Acknowledge” and “Acknowledged” shall be construed accordingly.

“Acquirer Entity” means the person, company or entity which, through acquisition, merger, spin-off, transfer, or other consolidation (or series thereof), shall be the legal successor to or owner (whether direct or indirect) of the DB business unit, Division or Subsidiary (or, if applicable, the part of the DB business unit or Division) in which the relevant Participant worked, or any of its Subsidiaries or Holding Companies or any Subsidiary of any such Holding Company.

“Annual Award” means any Award referred to as an Annual Award in the Award Statement.

“Applicable DB Group Policy or Procedure” means any DB policy or procedure regarding: general accounting; application of accounting methodologies; approvals procedures; risk management; regulatory procedures or rules; any other financial or compliance matters; or conduct matters, including, but not limited to, Deutsche Bank’s Code of Business Conduct and Ethics as amended from time to time (in each case of which the Participant knew or it would be reasonable to expect the Participant to have known).

“Award” means an award of DB Shares subject to and in accordance with the Plan Rules where beneficial ownership of those shares is transferred to the Participant on the Award Date, and the DB Shares are subject to forfeiture in accordance with the Plan Rules until the Release Date. An Award may be an Annual Award, New Hire Award, or Upfront Award. An Award does not give a Participant a right to subscribe for unissued DB Shares.

“Award Date” means the effective date of an Award, as shown on the Award Statement.

“Award Letter” means a letter issued by a DB Group Company at or around the time of an Award Statement, which may set out Performance Conditions in relation to an Award as provided in Rule 4.4, and which may in some cases supplement an Award Statement.

“Award Statement” means the statement provided to a Participant under Rule 4.3.

“Award Shares” has the meaning given in Rule 4.3.

“Award Tax Shares” has the meaning given in Rule 4.8.

“Cause” means in respect of the termination of a Participant’s employment by any DB Group Company: (i) any act or omission or series of acts or omissions that, when taken together or alone, constitute a material breach of the terms and conditions of employment; (ii) the conviction of the Participant by a competent court of law of any crime (other than minor offences that do not adversely affect the business or reputation of any DB Group Company, as determined by the Committee in its sole discretion); (iii) unlawful, unethical or illegal conduct, or any misconduct by the Participant in connection with the performance of the Participant’s duties as a DB Employee or conduct by the Participant otherwise in violation of the terms of the applicable employee handbook or other local policy or contractual documentation; (iv) knowingly failing or refusing to carry out specific lawful instructions from a DB Group Company (or a duly authorised employee or officer of such a company) relating to material matters or duties within the scope of the Participant’s responsibilities for a DB Group Company; (v) committing any act involving dishonesty, fraud, misrepresentation, or breach of trust; or (vi) the issuance of any order or enforcement action against the Participant or against any DB Group Company in connection with the Participant’s actions or omissions by any regulatory body with authority over the conduct of business by that DB Group Company where the issuance of that order or enforcement action impairs a) the financial condition or business reputation of the DB Group or any DB Group Company or b) the Participant’s ability to perform the Participant’s assigned duties (or would have done so if the Participant were still a DB Employee).

“Change of Control” means a change in the control of Deutsche Bank AG which shall occur if, by one or a series of transactions or events, a third party or a group of third parties acting together (directly or indirectly) acquires more than 50 percent of the issued share capital of Deutsche Bank AG and/or becomes entitled to exercise more than 50 percent of voting rights attributable to the issued share capital of Deutsche Bank AG. The Committee (as constituted before the relevant event) will determine, in its sole discretion, whether or not a Change of Control has occurred in accordance with this definition.

2

“Committee” means the Senior Executive Compensation Committee but may alternatively be the Management Board or any committee or other entity or persons designated by the Senior Executive Compensation Committee, the Management Board or these Plan Rules to act as the decisional body under this Plan (and, for the avoidance of doubt, the provisions of Rule 9 shall apply to any such entity or person). To the extent that matters are determined in relation to Awards made or to be made to members of the Management Board, the Committee means the Supervisory Board of Deutsche Bank or a duly authorised committee of the same.

“Competitive Services” means services that are substantially similar to any or all of the services provided by the Participant during the period that the Participant was a DB Employee, and are competitive with, or are intended to replace or serve as an alternative to, any services provided by the Division in which the Participant worked during that period. For the avoidance of doubt, as well as revenue generating roles, this includes services provided in infrastructure functions as well as any support roles and non-client facing roles.

“Compliance Department” means any applicable compliance department of the DB Group.

“Control Failure” means:

a) a failure to take adequate steps to promptly identify, assess, report, escalate or address misconduct or risk (including without limitation regulatory, client, reputational, market and/or other risk);

b) a failure to address, manage or remedy any control weaknesses identified by the DB Group or any regulator of which the Participant was aware (or could have been reasonably expected to be aware);

c) a failure to draft, adopt, approve or implement internal financial and operational policies or procedures of the DB Group (or any DB Group Company) which would have provided for (i) the reliability and integrity of information, (ii) compliance with laws and regulations, (iii) safeguarding and accountability of assets, and/or (iv) preventing or detecting error or fraud.

“DB Employee” means a person employed by any DB Group Company.

“DB Group” means Deutsche Bank and each of its Subsidiaries.

“DB Group Company” means any company or other corporation in the DB Group.

“DB Share” means a registered share of Deutsche Bank AG, as listed and traded on the Frankfurt Stock Exchange - Xetra or other authorised exchanges, or any other shares which may replace them from time to time (whether in a successor corporation or otherwise).

“Deutsche Bank” means Deutsche Bank AG and any successor corporation or other corporation into which Deutsche Bank AG is merged or consolidated or to which Deutsche Bank AG transfers or sells all or substantially all of its assets.

“Division(s)” means the primary operational business areas of the DB Group, which include the core revenue generating areas and infrastructure and support areas, as established or adjusted by Deutsche Bank, in its discretion, from time to time. Each Division is divided into smaller operating business units.

3

“Financial Services” includes (without limitation) any (or any combination) of the following:

a) commercial or retail banking;

b) brokerage;

c) wealth management;

d) insurance, pension or lending services;

e) financial, business, investment or economic advisory services (including raising or preserving capital or transitioning ownership of any asset);

f) asset management;

g) issuing, trading or selling instruments or other investments; and

h) advising on or investing in private equity or real estate,

and also includes any other activities engaged in by any DB Group Company that the Committee considers constitute financial services.

“Financial Services Firm” means a business enterprise whose sole or primary function is the provision of Financial Services (whether to individuals, institutions or any other person or entity).

“Holding Company” of a company or entity means a company or entity of which the first company or entity is a Subsidiary.

“InstitutsVergV” means the German Remuneration Ordinance (Institutsvergütungsverordnung), as amended from time to time.

“Management Board” means the Management Board of Deutsche Bank (the Vorstand).

“Material Risk Taker” means a material risk taker (as determined by the DB Group in its sole discretion) having regard to InstitutsVergV or any other applicable regulation.

“Net Award Shares” has the meaning given in Rule 4.8.

“New Hire Award” means an Award referred to as a New Hire Award in the Award Statement, usually being “buy-out”, “replacement” or “sign-on” awards granted or issued in connection with the commencement of a Participant’s employment as a DB Employee.

“Nominee” means the party which holds the Net Award Shares as nominee for a Participant during the Restricted Period in accordance with the Plan Rules, being DB Group Services (UK) Ltd or such other party as may be appointed by the Committee from time to time.

“Participant” means any person to whom an Award has been made under the terms and conditions of this Plan for so long as that person has any rights under this Plan.

“Performance Condition” means a condition or conditions stated in the Award Statement for an Award or a Tranche of an Award, and/or the Award Letter, which determines the extent to which that Award or Tranche will become capable of Release.

4

“Performance Period” means the period of time as referred to in InstitutsVergV (or any other applicable legislation) during which a Participant’s performance is assessed for the purposes of determining the grant of an Award under InstitutsVergV, and “Performance Period in relation to which an Award is made” and similar phrases shall be interpreted accordingly.

“Plan” means the Deutsche Bank Restricted Share Plan as governed by these Plan Rules.

“Plan Administrator” means DB Group Services (UK) Limited or any other person or entity appointed by the Committee for the purpose of administering the Plan as referred to in Rule 9.1.

“Plan Rules” or “Rules” means this document, including all applicable Schedules, which sets out the binding terms and conditions of the Plan (as amended from time to time pursuant to Rule 10).

“Proof of Certification” means any information deemed necessary or desirable by the Plan Administrator (i) to confirm a Participant’s compliance with the terms and provisions of an Award; (ii) to enable the Plan Administrator to apply the terms and provisions of an Award; or (iii) to enable the Plan Administrator (or any DB Group Company) to comply with its obligations in relation to an Award, including, but not limited to: copies of tax returns and employment or payroll-related documentation, or any confirmation or agreement by a Participant deemed necessary or desirable by the Plan Administrator to carry out any of the Plan Rules or any other rule or regulation, as determined by the Plan Administrator (including without limitation confirmation or agreement that the Participant is bound by the Plan Rules in relation to an Award).

“Proprietary Information” means any information which is not publicly available (other than as a result of the Participant’s action), including, without limitation, all financial or product information, business plans, client lists, compensation details or other confidential information, copyright, patent and design rights in any invention, design, discovery or improvement, model, computer program, system, database, formula or documentation, including information conceived, discovered or created during or in consequence of the Participant’s employment as a DB Employee.

“Release” in relation to an Award means that the Net Award Shares (or a portion of those shares) are no longer subject to forfeiture in accordance with the Rules and are capable of withdrawal by the Participant in accordance with Rule 7 and “Released” shall be interpreted accordingly.

“Release Date” means the last day of the Restricted Period as stated in the Award Statement (or any earlier date on which the Award or Tranche of an Award is Released or the Restricted Period ceases to apply under Rule 8), or any later date on which it is determined that any applicable Performance Conditions are satisfied and, in each case, subject to any delay in the Release Date pursuant to Rule 6.6.

“Relevant Individual” in relation to a Significant Adverse Event means a DB Employee or a contingent worker engaged by a DB Group Company whose conduct is the subject of an internal investigation by a DB Group Company in connection with that Significant Adverse Event which results in disciplinary measures or sanctions against the Relevant Individual, or would have resulted in such measures or sanctions (as determined by the Committee in its absolute discretion) if, in the case of a former DB Employee, the Relevant Individual had not ceased to be a DB Employee or, in the case of a contingent worker or former contingent worker, the Relevant Individual had been a DB Employee subject to disciplinary measures or sanctions by a DB Group Company.

“Representative” means, in the case of death or Total Disability, the Participant’s duly appointed beneficiary, legal representative or administrator, as applicable.

5

“Restricted Period” in relation to an Award means the period from the Award Date to the Release Date for that Award or Tranche of an Award.

“Schedule” means any schedule to the Plan Rules approved by the Committee (as amended from time to time in accordance with Rule 10).

“Senior Executive Compensation Committee” means the committee delegated by the Management Board to govern this Plan.

“Significant Adverse Event” means an event (or series of events, in each case whether by any acts or omissions) that has resulted in any internal or external finding of misconduct or of risk (including without limitation regulatory, client, reputational, market and/or other risk), or financial loss (whether direct or indirect, and whether by way of a regulatory fine, sanction, action, or settlement, including any associated cost or otherwise), which, as determined by the Committee in its absolute discretion, is classified by the DB Group as being “Acute”, “Severe” or “High” (or a similar level under any alternative categorisation in place from time to time) and which the Committee has determined in its absolute discretion has had or is likely to have an adverse effect on the DB Group, a DB Group Company, a Division or a business unit.

“Subsidiary” means a company or other entity in which a Holding Company has a direct or indirect controlling interest or equity or ownership interest which represents more than fifty percent (50%) of the aggregate equity or ownership interest in that company or entity.

“Sufficiently Proximate” to a Relevant Individual in relation to a Significant Adverse Event means a Participant who is:

a) a legal, local or functional manager (or other equivalent manager type applicable at the time) of a Relevant Individual who is a DB Employee (the “First Level Manager”), or a DB sponsor of a Relevant Individual who is a contingent worker engaged by a DB Group Company (the “First Level Sponsor”);

b) a legal, local or functional manager (or other equivalent manager type applicable at the time) of a First Level Manager or First Level Sponsor of the Relevant Individual or the head of the business unit in which the Relevant Individual is employed or engaged;

c) only in case of a Significant Adverse Event which is classified by the DB Group as being “Acute” (or a similar level under any alternative categorisation in place from time to time), the head of Division, the Chief Country Officer(s), the CEO or Chief Operating Officer(s) where the Relevant Individual works (or worked) or is engaged (or was engaged);

in each case, at the time when Significant Adverse Event(s) (or portion thereof), or the actions or omissions (in each case, or portions thereof) of the Relevant Individual contributing to the Significant Adverse Effect, occurred and regardless of whether the Participant was himself responsible for, or contributed to, the Significant Adverse Event, in any way other than being Sufficiently Proximate to a Relevant Individual.

“Supervisory Board of Deutsche Bank” means the board that oversees and advises the Management Board in its management of the business.

6

“Total Disability” means either (a) a medically determinable physical or mental impairment (i) that can be expected to either (1) result in death or (2) last for a continuous period of not less than 12 months and (ii) as a result of which the Participant either (1) becomes unable to engage in any substantial gainful activity or (2) receives income replacement benefits for a period of not less than 6 months under a long-term disability plan covering DB Employees (but in no case shall the receipt of workers’ compensation benefits be considered to qualify as such benefits); or (b) the Participant is deemed Totally Disabled and eligible to receive disability benefits from the US Social Security Administration, provided that, if the Participant ceases to reside in the United States, the Committee may substitute such definition as they consider appropriate.

“Tranche” means a portion of an Award as detailed on the Award Statement, which may be subject to different provisions related to Release, and/or Performance Conditions, to other Tranches comprised within that Award.

“Upfront Award” means an Award referred to as an Upfront Award in the Award Statement.

3 Interpretation

In this Plan, where the context permits:

a) where an Award has been made in different Tranches, references to an Award shall be taken to refer to each Tranche separately; and

b) words in the singular shall include the plural and vice versa.

The headings in the Rules are for the sake of convenience only and should be ignored when construing the Rules.

Each Award granted under the Plan is subject to the Plan Rules as modified by any Schedules which apply to that Award, in each case as amended from time to time in accordance with Rule 10.2.

4 Awards

4.1 Eligibility: Subject to the terms and conditions in these Plan Rules, the Committee may from time to time make Awards or permit Awards to be made by such other persons as it may determine to such DB Employees as the Committee shall select.

4.2 Terms of Awards: Subject to the terms and conditions in these Plan Rules, the Committee shall be entitled to determine the terms of Awards and the dates on which those Awards are made.

4.3 Award Statement: As soon as practicable on or after the Award Date, the Participant shall be issued an Award Statement in relation to the Award in such form as the Committee shall determine in its sole discretion. The Award Statement shall state (in relation to each Tranche of the Award where applicable):

a) the Award Date;

b) the number of DB Shares subject to the Award (before any reductions to take account of tax and social security contributions in accordance with Rule 4.8) (the “Award Shares”);

c) the type of Award (Annual, New Hire, or Upfront Award);

7

d) the Release Date (assuming no acceleration or delay of the Release Date under these Plan Rules). and

e) details of any Performance Conditions applicable to the Award (other than any such Performance Condition which is just detailed in the Award Letter).

4.4 Performance Conditions: Awards or Tranches of Awards may be made subject to Performance Conditions as approved by the Committee at the time the Award is made. Any such conditions will be detailed in the Award Statement and/or the Award Letter. The degree to which a Performance Condition is satisfied will determine the extent to which the Net Award Shares subject to that Award or Tranche will be Released, and the degree to which the Performance Condition is satisfied must be determined before the Award or relevant part of the Award can be Released. An Award shall be forfeited to the extent that it is determined that it is no longer capable of being Released because the Performance Condition has not been satisfied in full. The Management Board may amend the Performance Conditions if circumstances exist such that the Management Board considers, in its sole discretion, that the existing Performance Conditions should be so amended to ensure that they remain appropriate or because of regulatory requirements. Notwithstanding the foregoing, in relation to an Award held by a member of the Management Board, the Management Board’s decision is not binding and the Supervisory Board will decide in its full discretion on the confirmation of or the deviation from the Management Board’s decision for purposes of these Awards; the decision of the Supervisory Board shall be final and binding.

4.5 Compliance: The making of any Award is subject to any approvals or consents required under any applicable laws or regulations or by any governmental authority, the requirements of any exchange on which DB Shares are traded and any policy adopted by the Compliance Department.

4.6 Award Shares: The Plan Administrator shall on the Award Date cause the Award Shares to be held by the Nominee as nominee for the Participant during the Restricted Period (subject to the provisions of the Plan, and in particular Rule 4.8), and the beneficial interest in the Award Shares shall be held by the Participant from that date.

4.7 Acknowledgement of Award: to Acknowledge the Award the Participant must:

a) acknowledge the Award and agree to be bound by and comply with the provisions of the Plan and any other terms contained in the Award Statement in relation to the Award; and

b) enter into an election under Section 83(b) of the Internal Revenue Code of the United States of America (“83(b) Election”) in relation to the DB Shares subject to the Award in a form acceptable to the Committee or the Plan Administrator;

(such steps together being “Acknowledgement”). The procedure for Acknowledgement (including the period for doing so) will be communicated or made available to the Participant in such manner as the Committee or Plan Administrator may determine. If the Participant has not Acknowledged the Award in accordance with the specified procedure by the end of the period provided in that procedure, the Award and all the Award Shares shall be forfeited, and upon that forfeiture neither the Participant nor any Representative shall have any claim for compensation in relation to that forfeiture. Following such forfeiture, the Participant will no longer be able to Acknowledge the Award and shall forfeit all interest in the Award and the Award Shares subject to it, and no DB Group Company shall have any obligation to the Participant in relation to it. For the avoidance of doubt, the Participant shall not have any interest in the Tax Award Shares on any such forfeiture.

8

4.8 Award Tax Shares and Net Award Shares: Immediately following the time the Award Shares are first held by the Nominee as nominee for the Participant on the Award Date as provided in Rule 4.6, the smallest whole number of the Award Shares sufficient to satisfy the amount of any taxation and social security contributions (calculated on the basis that an 83(b) Election is made in relation to the Award Shares with effect from the Award Date) for which any DB Group Company is liable to account or withhold on behalf of the Participant in relation to the acquisition of the Award Shares by the Participant (the “Award Tax Shares”) shall cease to be held by the Nominee as nominee for the Participant, the Participant shall no longer have any beneficial interest in the Award Tax Shares and the beneficial interest in those shares shall revert to the Nominee. The number of DB Shares remaining held by the Nominee as nominee for the Participant shall be the “Net Award Shares”, which shall be held by the Nominee as nominee for the Participant subject to the Plan Rules for the remainder of the Restricted Period. The Award Tax Shares shall for all purposes be treated as retained by the DB Group to satisfy the relevant taxation or social security contributions, and shall no longer be subject to the Plan Rules.

The number of Award Tax Shares shall be determined by the Plan Administrator in its sole discretion. If, because of rounding, the number of Award Tax Shares is greater than the number required to satisfy the taxation and social security contributions by a fraction of a DB Share, that fraction may be dealt with in the manner the Plan Administrator in its sole discretion sees fit, including, but not limited to, making a cash payment to the Participant on Release of the Award (or Tranche of an Award) equal to the cash value of the fraction of one DB Share.

No DB Group Company takes any responsibility (except where legally required) as to the taxation or social security consequences of the Participant participating in the Plan and a Participant should therefore seek independent tax and social security advice.

4.9 Non-transferable Awards: A Participant may not at any time before the Release Date (i) transfer, assign, sell, pledge or grant to any person or entity any rights in respect of any Award or any of the Award Shares (other than to a Representative in the event of the death or Total Disability of the Participant); or (ii) enter into any transactions having the economic effect of hedging or otherwise offsetting the risk of price movements, or attempt to do so, with respect to all or part of the Award Shares. Nothing in this Rule shall prevent the operation of Rule 4.8. Unless the Plan Administrator or the Committee decides otherwise, any breach of this Rule 4.9 will result in the forfeiture by the Participant of the Participant’s Award without any claim for compensation by the Participant or any Representative.

4.10 Dividend Rights: No dividends shall be paid, nor accrued, in relation to any of the Award Shares during the Restricted Period.

4.11 Voting Rights: There shall be no voting rights in respect of any of the Award Shares during the Restricted Period.

4.12 Effect of forfeiture: Where an Award is forfeited in accordance with any of the Plan Rules the Participant shall cease to have any rights in relation that Award to the extent that it is forfeited, and in particular the Participant shall no longer have any beneficial interest in any of the Award Shares so forfeited.

9

4.13 Surrender of Net Award Shares: A Participant may surrender Net Award Shares (or a part thereof) at any time, prior to the Release Date. Where Net Award Shares (or a part thereof) are so surrendered, the Participant shall cease to have any rights vis a vis any DB Group Company in relation to those Net Award Shares and the Participant shall no longer have any beneficial or other interest in any of the Net Award Shares so surrendered.

5 Impact of termination of employment

5.1 Termination: Save as provided in Rule 5.3, an Award will not be forfeited by reason of the Participant ceasing to be a DB Employee and (save as provided in Rule 5.2) will remain subject to the Plan Rules (including the Restricted Period and any Performance Conditions).

5.2 Termination upon death or Total Disability: If a Participant ceases to be a DB Employee due to death or Total Disability (documented to the reasonable satisfaction of the Plan Administrator), an Award which is not subject to a Performance Condition will, subject to Rule 6.6, be Released in full (to the extent not previously Released) on the next administratively possible Release Date for other Awards granted pursuant to the Plan following receipt of such documentation as the Plan Administrator may require to establish the entitlement of the Participant or the Representative claiming on behalf of the Participant.

If a Participant who has ceased to be a DB Employee subsequently dies, and at the time of death holds any Awards which are not subject to a Performance Condition, those Awards will, subject to Rule 6.6, be Released in full (to the extent not previously Released) on the next administratively possible Release Date for other Awards granted pursuant to the Plan following receipt of such documentation as the Plan Administrator may require to establish the entitlement of the Participant or the Representative claiming on behalf of the Participant.

Where an Award is subject to a Performance Condition the Restricted Period will continue in accordance with the Award Statement and subject to these Plan Rules (including, without limitation, the forfeiture provisions of Rule 6), and the Award will remain subject to the Performance Condition.

5.3 Termination resulting in Complete Forfeiture: Awards which have not been Released shall be automatically forfeited if, at any time prior to Release, the Participant ceases to be a DB Employee by reason of termination for Cause as decided by a DB Group Company, which shall have full discretion to make a Cause determination.

6 General forfeiture and clawback

6.1 Complete Forfeiture for certain acts: In addition to the other forfeiture provisions contained in the Plan Rules, a Participant shall automatically forfeit any Awards that have not been Released, without any claim for compensation by the Participant or any Representative, if any of the following events or activities occurs at any time prior to the Release Date for that Award, during or following employment as a DB Employee:

a) the Participant directly or indirectly solicits or entices away, or endeavours to solicit or entice away any individual person who is employed or engaged by any DB Group Company and, if following the termination of the Participant’s employment as a DB Employee, with whom the Participant has had business dealings during the course of the Participant’s employment in the 12 months immediately prior to the termination date;

10

b) the Participant solicits, directly or indirectly, any company, entity or individual who was a customer or client of any DB Group Company and, if following the termination of the Participant’s employment as a DB Employee, with whom the Participant has had business dealings during the course of the Participant’s employment in the 12 months immediately prior to the termination date in order to provide Competitive Services to such company, entity or individual;

c) the Participant directly or indirectly obtains, uses, discloses or disseminates Proprietary Information to any other company, individual or entity or otherwise employs Proprietary Information, except as specifically required in the proper performance of the Participant’s duties for any DB Group Company;

d) the Participant acts in a manner that is prejudicial to the reputation of the DB Group or any DB Group Company;

e) the Participant or any Representative is responsible for any act or omission that breaches the terms of any agreement into which the Participant has entered with any DB Group Company, including any settlement or separation agreement or compromise agreement; or

f) the Participant fails to provide, if asked, Proof of Certification, in accordance with Rule 7.5.

6.2 Complete or Partial Forfeiture: In addition to the other forfeiture provisions contained in the Plan Rules, the Committee may, in its sole discretion, determine that a Participant shall forfeit such proportion (up to and including 100%) of any Award which has not been Released as may be determined by the Committee in its sole discretion without any claim for compensation by the Participant or any Representative in the following circumstances:

a) where a Participant engages in any conduct at any time prior to the Release Date, including prior to the Award Date, that:

i) breaches any Applicable DB Group Policy or Procedure;

ii) breaches any applicable laws or regulations imposed other than by the DB Group or any DB Group Company; or

iii) constitutes a Control Failure, whether arising by act or omission (or series of acts or omissions), whether in whole or in part, directly or indirectly;

in each case, where that conduct is the subject of an internal investigation by a DB Group Company or of an investigation by a regulatory or law enforcement body and it results in disciplinary measures or sanctions against the Participant or a DB Group Company (which, for the avoidance of doubt, shall include any significant supervisory measure imposed on DB Group or any DB Group Company) or

would have resulted in such measures or sanctions if the Participant had not ceased to be a DB Employee (or ceased to be an employee of a specific DB Group Company whilst remaining a DB Employee);

b) where:

i) the grant of that Award was based on a performance measure or measures or on assumptions that are later determined to be materially inaccurate (regardless of whether any relevant measures or assumptions were communicated to the Participant); or

11

ii) the grant, vesting or settlement of any other award made to the Participant (whether under the Plan, other compensation plans or other bonus or incentive arrangements, and whether delivered or not) was based on a performance measure or measures or on assumptions that are later determined to be materially inaccurate (regardless of whether any relevant measures or assumptions were communicated to the Participant);

c) where a Significant Adverse Event occurs, and the Committee considers the Participant to be Sufficiently Proximate to a Relevant Individual in relation to that Significant Adverse Event; or

d) where the Committee determines, in its sole discretion, that forfeiture is required on the basis of prevailing regulatory requirements (which includes any legislation or guidance published by a regulator from time to time). For the avoidance of doubt, this includes (but is not limited to) having regard to sections 7 of InstitutsVergV and 45 para. 2 sentence 1 no. 5a, 6 of the German Banking Act (Kreditwesengesetz) (as may be amended, modified or replaced from time to time), including any order made by the German Federal Financial Supervisory Authority (BaFin) or any other competent regulatory authority in relation to such regulatory requirements.

Forfeiture under this Rule 6.2 may occur either before or after the Participant ceases to be a DB Employee for any reason.

6.3 Complete Forfeiture for Behaviour Amounting to Cause: A Participant shall automatically forfeit any Awards which have not been Released if:

a) during the Participant’s employment as a DB Employee, the Participant is responsible for an act or omission, or a series of acts or omissions, which amounted to behaviour listed in the definition of Cause in Rule 2, whether or not the employment is terminated as a result of those acts or omissions;

b) after the termination of the Participant’s employment as a DB Employee (for whatever reason), it is determined that the Participant was responsible for an act or omission, or a series of acts or omissions, while a DB Employee which gave rise to a right on the part of any DB Group Company to terminate the Participant’s employment for Cause, even if that right was not exercised; or

c) after the termination of the Participant’s employment as a DB Employee, the Participant is responsible for an act or omission, or a series of acts or omissions, which would have given rise to a right on the part of any DB Group Company to terminate the Participant’s employment for Cause had the Participant been a DB Employee at the time of the acts or omissions,

in each case whether or not any DB Group Company or any officer or employee of any DB Group Company knew at the time of the act or omission, or series of acts or omissions, that the relevant right had arisen or would arise. Neither the Participant nor any Representative shall have any claim for compensation in relation to any forfeiture under this Rule 6.3.

6.4 Failure to provide details of brokerage or custody account: If the Net Award Shares are to be Released into a brokerage or custody account following the Release Date in accordance with Rule 7.1, and, if required by the Plan Administrator, the Participant has not provided details of a valid brokerage or custody account in accordance with Rule 7.2, the Committee may in its sole discretion forfeit the Award (and the Net Award Shares), and neither the Participant nor any Representative shall have any claim for compensation in relation to that forfeiture against any DB Group Company or the Nominee (as applicable).

12

6.5 Complete Forfeiture in connection with Competitive Services: A Participant that has ceased to be a DB Employee by reason of resignation, retirement or any other termination elected by that Participant shall automatically forfeit without any claim for compensation by the Participant or any Representative any Awards (or Tranche(s) of an Award) that have not been Released if it is determined by the Committee in its sole discretion that the Participant is employed or engaged in any capacity by a Financial Services Firm (whether directly or via an intermediary and whether or not for remuneration) in connection with the provision of Competitive Services before the Release Date, except where:

a) the services are provided in the ordinary course of a business other than a Financial Services Firm which employs or engages the Participant in any capacity; and

b) either:

i) the majority of the clients to whom the Participant’s services are provided are not Financial Services Firms; or

ii) the services provided by the Participant taken as a whole are not Competitive Services.

6.6 Suspension:

a) If the Committee considers that circumstances may be such that forfeiture may result under Rule 5.3, Rule 6.1(a) to (f), Rule 6.2, Rule 6.3, Rule 6.5 or Rule 6.7, the Release Date for an Award may at the sole discretion of the Committee be delayed until after those circumstances have been investigated (including, but not limited to, pursuant to any investigation referred to in Rule 6.2) and a determination regarding forfeiture has been made.

b) In addition, and without limitation to rule 6.2(d), the Committee may delay the Release Date of an Award in order to comply with, or to enable the compliance with, prevailing regulatory requirements (which, for the avoidance of doubt, includes any legislation or guidance published by a regulator from time to time and (without limitation) sections 7 of InstitutsVergV and 45 para. 2 sentence 1 no. 5a, 6 of the German Banking Act (Kreditwesengesetz) (in each case, as may be amended, modified or replaced from time to time)).

c) Where the Release Date for an Award is delayed under Rule 6.6(a) and a determination has been made not to forfeit an Award (or portion of an Award), if:

i) the Participant disposes of the DB Shares immediately following the Release of the Award; and

ii) the Committee determines that the Participant has suffered a disadvantage as a result of the delay caused by the suspension due to changes in the value of a DB Share or changes in the relevant foreign exchange rates between the first date that DB Shares could have been sold by the Participant (taking account of any restrictions on the Participant's ability to sell DB Shares imposed by applicable laws or regulations, the requirements of any exchange on which DB Shares are traded and any policy adopted by the Compliance Department) following the date that Delivery was originally expected to occur (the "Earliest Sale Date") and the date of sale following the delayed Release Date,

the Committee may, but is not obliged to, make a discretionary payment of such sum as it considers appropriate to the Participant by way of compensation, provided that in no event may any such sum exceed the difference in the value of the relevant DB Shares at the original Release Date and the value of those shares on the date of sale.

13

6.7 Additional Complete Forfeiture Provisions for Material Risk Takers: In addition to the other forfeiture provisions contained in the Plan Rules (and without prejudice to the operation of those provisions), if a Participant was a Material Risk Taker in any part of a Performance Period in relation to which an Award was made, and the Committee has determined that applicable laws or regulations require that a provision such as this Rule 6.7 apply to that Award, any part of that Award that has not been Released shall be forfeited, without any claim for compensation by the Participant or any Representative, if the Committee determines in its sole discretion that the Material Risk Taker has during that Performance Period:

a) participated to a significant extent in or been responsible for conduct that has resulted in significant loss or a material regulatory sanction for any DB Group Company (which, for the avoidance of doubt, shall include any significant supervisory measure imposed on DB Group or any DB Group Company); or

b) failed to comply to a significant extent with relevant external or internal rules regarding appropriate standards of conduct (including, without limitation, standards of fitness and propriety and/or any Applicable DB Group Policy or Procedure) within the ambit of section 18 para 5 sentence 3 no. 2 of InstitutsVergV or a similar provision in any other applicable regulation.

6.8 Clawback of Awards Delivered to Material Risk Takers:

a) This Rule 6.8 applies in relation to an Award (or, where applicable, Tranches of an Award) which has been Released where the Participant was a Material Risk Taker in any part of the Performance Period in relation to which the Award is made, and the Committee has determined that applicable laws or regulations require that a provision such as this Rule 6.8 apply to that Award, if the Committee determines in its sole discretion that the Material Risk Taker has during that Performance Period:

i) participated to a significant extent in or been responsible for conduct that has resulted in significant loss or a material regulatory sanction for any DB Group Company and the Committee has

determined that applicable laws or regulations require that a provision such as this Rule 6.8 apply

to that Award; or

ii) failed to comply to a significant extent with relevant external or internal rules regarding appropriate standards of conduct (including, without limitation, standards of fitness and propriety and/or any Applicable DB Group Policy or Procedure) within the ambit of section 18 para 5 sentence 3 no. 2 of InstitutsVergV or the equivalent provision in any other applicable regulation.

b) Where the Committee determines that this Rule 6.8 applies in relation to an Award (or Tranche of an Award), the Participant shall be required to reimburse the Clawback Amount to the DB Group in accordance with the provisions of this Rule 6.8. The Committee shall notify the Participant in writing of the determination and of the Clawback Amount that is due from the Participant (a “Clawback Notice”).

c) For the purposes of this Rule 6.8, the “Clawback Amount” shall be either:

i) the number of DB Shares originally subject to the part of the Award that has been Released, before any reduction in accordance with Rule 4.8, but taking account of any reduction resulting from failure to meet a Performance Condition in full, (the “Clawback Shares”); or

ii) the market value at the Release Date of the Clawback Shares (the “Clawback Cash”).

14

d) The Participant shall reimburse the DB Group for the Clawback Amount by either, at the election of the Participant, transferring the Clawback Shares to such person or entity designated by the Committee or paying the Clawback Cash to a DB Group Company designated by the Committee, as directed by the Committee, in each case as soon as possible after the Clawback Notice takes effect (as provided in Rule 12.2), and in any event within 30 days of that notice taking effect. If the Participant fails to reimburse the DB Group within 30 days of the notice taking effect, the DB Group reserves all of its rights to obtain reimbursement of the Clawback Amount (whether the Clawback Shares or the Clawback Cash, or any combination thereof, regardless of any election of the Participant) from the Participant in any way (or any combination of ways) it deems appropriate to the extent permitted by law. Without prejudice to the generality of the foregoing, any DB Group Company shall be entitled to:

i) deduct the relevant sum or part of it from any amounts due to the Participant from that DB Group Company (including salary) to the extent permitted by applicable law; and/or

ii) institute legal proceedings against the Participant for the recovery of the Clawback Amount or any part of it.

e) If the Committee considers that any taxation or social security contributions paid in relation to the Award may not be recovered from or repaid by the relevant tax authority following the application of this Rule 6.8, the Committee at its discretion, may, but is not required to, reduce the Clawback Amount to take account of this taxation or social security contributions. Where the Clawback Amount is so reduced, the Participant shall make reasonable efforts to recover the amount of taxation and social security contributions which resulted in the reduction from the relevant tax authority, and if any such taxation or social security contributions are subsequently recovered by the Participant from the relevant tax authority, the Participant shall pay the amount of any such taxation or social security contributions recovered by the Participant to the DB Group. If the Clawback Amount is reduced as described in this Rule 6.8(e) and a DB Group Company recovers any amount of taxation or social security contributions associated with the reduction, the DB Group Company shall retain the amount so recovered.

f) Neither the Participant nor any Representative shall have any claim for compensation as a result of the operation of this Rule 6.8.

g) This Rule 6.8 shall not apply to an Award unless the Clawback Notice is delivered so as to take effect before the second anniversary of the Last Release Date for the Award. For these purposes, the “Last Release Date” is the date set forth in the Award Statement as the date upon which the Award is Released, or where the Award is granted in Tranches, the final date set forth in the Award Statement as the date upon which a Tranche of the Award is Released.

15

7 Release

7.1 Release: As soon as practicable following the Release Date of an Award (or Tranche of an Award), the Participant shall be entitled to withdraw the Net Award Shares subject to that Award or Tranche (taking account of any forfeiture in accordance with the Plan Rules) from the Nominee and have the shares placed in a valid DB Group brokerage or custody account, or other brokerage or custody account approved by the Plan Administrator for this purpose, in the name of the Participant (and the Nominee shall be entitled to so place the Net Award Shares regardless of whether so requested by the Participant), and the Participant shall be free to sell those Shares, subject to the requisite Compliance Department approval as referred to in Rule 11.6.

7.2 Custody/brokerage account: If required by the Plan Administrator, the Participant or any Representative must provide to the Plan Administrator, before the Release Date or such other date as identified by the Plan Administrator, details of a valid DB Group brokerage or custody account, or other brokerage or custody account approved by the Plan Administrator for this purpose, into which the Net Award Shares may be placed, in a form satisfactory to the Plan Administrator.

7.3 Tax, social security and other statutory withholding: The Plan Administrator or any DB Group Company may withhold such amount and make such arrangements as it considers necessary to meet any liability to taxation, social security contributions or any other statutory deduction in the event any such liability arises in respect of the Release of Awards. Without limitation, the number of shares to be placed into a Participant’s custody or brokerage account may be reduced by a number of DB Shares or other assets with a value equal to the amount of such applicable tax, social security requirements and any other statutory deductions, and in each case the amount of the deduction or the reduced number of DB Shares shall be treated as Released. Depending on the Participant’s individual circumstances, if a Participant changes locations between the Award Date and Release, an Award may become subject to multiple withholding taxes or double taxation. The Plan Administrator or Nominee may sell an appropriate portion of the Net Award Shares and withhold sufficient sale proceeds to satisfy the withholding liability, and such portion of the Net Award Shares shall be treated as Released.

The Participant (or the Participant’s Representative, if applicable) is responsible for reporting the receipt of income or the proceeds of any sale as a result of the operation of this Rule 7.3 or otherwise to the appropriate tax authority (except where any DB Group Company is legally obliged to account for such reporting).

No DB Group Company takes any responsibility (except where legally required) as to the taxation, social security or other statutory deductions consequences of the Participant participating in the Plan and a Participant should therefore seek independent advice on tax, social security and other statutory deductions.

7.4 Proof of Certification: If the Plan Administrator requests any Proof of Certification, the Participant must provide such Proof of Certification in a form satisfactory to the Plan Administrator within 30 days of the request.

7.5 Notification of events: The Participant must notify the Plan Administrator of any events which may result in the forfeiture of the Award or any part of it prior to any Release Date. Furthermore, the Participant agrees that the Participant shall be deemed to warrant and undertake to the Plan Administrator and each DB Group Company on each Release Date that the Participant has not acted in any way giving rise to forfeiture pursuant to these Plan Rules at any time prior to the relevant Release Date.

16

If, contrary to Rule 6, the Participant derives any benefit, following the Release Date, to which the Participant is not entitled then the Plan Administrator (or any relevant DB Group Company) shall be entitled to a full recovery of all benefits derived by the Participant wrongly in breach of the warranty and undertaking and/or contrary to Rule 6. This shall be without prejudice to any other rights which any DB Group Company may have arising out of the act or omission giving rise to forfeiture.

7.6 Compliance: Any action in relation to an Award or the Award Shares is subject to any approvals or consents required under any applicable laws or regulations or by any governmental authority, the requirements of any exchange on which DB Shares are traded and any policy adopted by the Compliance Department.

8 Corporate events

8.1 Effect of Change of Control: Except as may otherwise be specified in a Participant’s Award Statement, on or before the occurrence of a Change of Control, the Committee shall have the sole discretion to determine whether none, some or all of the outstanding Awards will be Released (and the extent to which any Performance Conditions applicable to those Awards shall be treated as satisfied) as a result of the Change of Control, to the extent not already Released.

8.2 Corporate successors: The Plan shall not be automatically terminated by a transfer or sale of the whole or substantially the whole of the assets of Deutsche Bank AG, or by its merger or consolidation into or with any other corporation or other entity, but the Plan or an equivalent equity incentive plan shall be continued after such sale, merger or consolidation subject to the agreement of the transferee, purchaser or successor entity. In the event that the Plan is not continued by the transferee, purchaser or successor entity, the Plan shall terminate subject to the provisions of the Plan, including Rule 7 and Rule 10, and the Participant or any Representative shall have no further claim for compensation arising out of any such termination of the Plan.

8.3 Changes in capitalisation: If any change affects DB Shares on account of a merger, reorganisation, rights issue, extraordinary stock dividend, stock split or similar changes which the Committee reasonably determines justifies adjustments to Awards, the Plan Administrator shall make such appropriate adjustments as are determined by the Committee to be necessary or appropriate to prevent enlargement or dilution of rights.

9 Administration

9.1 Administration by the Plan Administrator: The Plan Administrator shall be responsible for the general operation and administration of the Plan in accordance with its terms and for carrying out the provisions of the Plan in accordance with such resolutions as may from time to time be adopted, or decisions made, by the Committee and shall have all powers necessary to carry out the provisions of the Plan.

9.2 Interpretation by the Committee: The Committee will have full discretionary power to interpret and enforce the provisions of this Plan and to adopt such regulations for administering the Plan as it decides are necessary or desirable. All decisions made by the Committee (including, for the avoidance of doubt, by the Plan Administrator, the DB Group or a DB Group Company, where designated in the Plan Rules as the body to make the decision) pursuant to the Plan are final, conclusive and binding on all persons, including the Participants and any DB Group Company.

17

9.3 Forfeiture and Release: The Committee shall have full discretion to determine whether or not any of the events or activities set forth in Rule 5 and/or Rule 6 has occurred.

10 Amendment or termination of the Plan

10.1 Termination of Plan: The Committee may terminate the Plan at any time in its sole discretion. Termination of the Plan (as opposed to amendment of the Plan) would be without prejudice to the subsisting rights of Participants.

10.2 Amendment of Plan: The Committee may at any time amend, alter or add to all or any of the provisions of the Plan (including, for the avoidance of doubt, the amendment of existing Schedules and the addition of new Schedules) or of any Award Statement or any Performance Condition in any respect in its sole discretion, provided that the Committee cannot materially adversely affect a Participant’s existing Award except:

a) with the Participant’s prior consent; or

b) where the amendment, alteration or addition is made in order to comply with applicable regulatory requirements which, for the avoidance of doubt, includes any legislation or guidance published by a regulator from time to time.

For the avoidance of doubt, no oral representation or statement made by any party, including any employee, officer, or director of any DB Group Company as to the interpretation, application or operation of this Plan or any Awards under it either generally or to any specific set of circumstances shall bind any DB Group Company unless it is confirmed in writing by the Plan Administrator or Senior Executive Compensation Committee.

11 General

11.1 No guarantee of benefits or unintended rights:

a) The granting of an Award is at the sole discretion of the Committee (or other persons the Committee permits to make Awards under Rule 4.1). The Committee is not obligated to make any Award, or permit any Award to be made, in the future or to allow DB Employees to participate in any future or other compensation plan even if an Award has been awarded in one or more previous years.

b) Nothing in these Plan Rules shall be construed as an obligation or a guarantee by any DB Group Company, the Committee or the Plan Administrator with respect to the future value of an Award.

c) No Participant or any Representative shall have any right to receive a benefit under the Plan except in accordance with the terms of these Plan Rules.

d) An Award and resulting distribution shall not (except as may be required by taxation law or other applicable law) form part of the emoluments of individuals or count as wages or remuneration for pension or other purposes.

18

e) If a Participant ceases to be a DB Employee for any reason, and, as a result, loses or suffers a diminution in value of an Award in accordance with the Plan Rules, that Participant shall not be entitled, and shall be deemed irrevocably to have waived any entitlement, to any compensation by way of damages or otherwise in connection with that loss or diminution in value in relation to the Award, except as specifically provided for in the Rules.

f) Notwithstanding anything to the contrary in these Rules, the Participant shall not have, and waives any right to, bring a claim against any DB Group Company for any loss caused or alleged to have been caused by the manner in which any discretion referred to in these Rules has been exercised (or, as the case may be, not exercised).

11.2 No enlargement of Participant rights: The establishment of the Plan and the making of Awards under it is entirely at the sole discretion of the Committee, shall not be construed as an employment agreement and shall not give any Participant the right to be retained as a DB Employee or to otherwise impede the ability of any DB Group Company to terminate the Participant’s employment. No communications concerning the Award shall be construed as forming part of a Participant’s terms and conditions of employment or any employment agreement with any DB Group Company.

11.3 Severability: The invalidity or non-enforceability of any one or more provisions of these Rules shall not affect the validity or enforceability of any other provision of these Rules, which shall remain in full force and effect.

11.4 Limitations on liability: Notwithstanding anything to the contrary in these Rules, neither any DB Group Company, the Plan Administrator, nor any individual acting as an employee, agent or officer of any DB Group Company or the Plan Administrator, shall be liable to any Participant, former employee or any Representative for any claim, loss, liability or expense incurred in connection with the Plan.

11.5 Claims by Participants: Any claim or action of any kind by a Participant or Representative with respect to benefits under the Plan or these Plan Rules, including any arbitration or litigation filed in a court of law, must be brought within one year from the date a Participant’s Award was Released or would have been Released had such Award not been forfeited or lapsed pursuant to these Rules, save to the extent that this restriction would be unlawful under applicable law.

11.6 Dealing in DB Shares: Any dealing in DB Shares acquired by a Participant pursuant to the Plan shall remain subject to the requisite Compliance Department approval.

11.7 Participant confidentiality: For the avoidance of doubt, nothing in these Rules shall prohibit or restrict the Plan Administrator, any Participant or any Group Company from disclosing information as required by law or by any securities exchange, tax or regulatory authority having jurisdiction over any Group Company or in order to take professional advice or as ordered by a court of competent jurisdiction. Additionally, neither the Plan Administrator, any Participant nor any Group Company is prevented by these Rules from reporting any wrongdoing to a statutory regulator in circumstances in which there is a duty to disclose that wrongdoing or from reporting a criminal offence to the police or other relevant criminal enforcement body.

19

11.8 Assignment: Except in accordance with Rule 4.9, an Award is not transferable or assignable by the Participant. Notwithstanding this, any DB Group Company shall have the right to novate and/or assign its contractual rights and/or obligations under this Plan in full or in part to any other DB Group Company or an Acquirer Entity at its sole discretion without the express consent of the Participant.

11.9 Data protection: Any DB Group Company may collect and process various data that is personal to Participants (including, for example, name and address, taxpayer and social security identification numbers, and employee number or other means of confirming employment and title or position with a DB Group Company) for the purposes of administering the Plan, compliance with any requirement of law or regulation, including tax-related requirements, and the prevention or investigation of crimes and malpractice. This data will be collected directly from the Participant or from the DB Group Company that employs the Participant. A failure or refusal on the part of the Participant to provide or update the data (or to agree to the uses of the Participant’s personal data described above) may result in the DB Group being unable to administer the Plan in respect of the Participant. A DB Group Company may disclose this data to its affiliates or service providers (including the Plan Administrator) in connection with the administration of the Plan. Some data processing may be done outside the country in which the Participant is employed, where laws and practices relating to the protection of personal data may be weaker than those in the country in which the Participant is employed, including in the United States of America, but wherever practicable the DB Group will take steps to ensure that Participants’ personal information is adequately protected and complies, so far as possible, with the local data protection legislation in the country in which the Participant is employed. In certain circumstances courts, law enforcement agencies or regulatory agencies within or outside the country in which the Participant is employed may be entitled to access the data. Depending on the country in which the Participant is employed, the Participant may have the right to request access to, a copy of and correction of information held by the DB Group and may write to the local Data Protection Officers of the DB Group, at the contact details which will be provided from time to time, for these purposes and also to request that the DB Group specify or explain its policies and procedures in relation to data and the types of data held.

11.10 Entire agreement: These Plan Rules together with the Award Statement (and, if any Performance Condition is set out in an Award Letter, that Award Letter) set forth the entire understanding of the parties with respect to the Award described on the Award Statement. Any agreement, arrangement or communication, whether oral or written, pertaining to the Award described in the Award Statement is hereby superseded and the foregoing Award shall be subject to the provisions of these Plan Rules. To the extent that there is any inconsistency between these Rules and the Award Statement or other communications, these Plan Rules shall prevail.

20

12 Notices

12.1 Form of notices: All notices or other communications with respect to these Plan Rules shall be in writing and be delivered in person, by email, by facsimile transmission, by registered mail (return receipt requested, postage prepaid) or as may otherwise be indicated by the Plan Administrator (including via any online computer processes established by the Plan Administrator).

Notices or communications to the Plan Administrator or any DB Group Company shall be sent to the following address (or to such other address or in such other manner for the Plan Administrator or any DB Group Company as shall be notified to the Participant):

Plan Administrator (or DB Group Company)

HR Performance & Reward

c/o DB Group Services (UK) Limited

1 Great Winchester Street

London EC2N 2DB, United Kingdom

12.2 When notices take effect: Notices or other communications shall take effect:

a) if delivered by hand, upon delivery;

b) if posted, upon delivery, or, in relation to communications sent to a Participant by first class post, 10.00 a.m. (UK time) on the second day after posting if earlier;

c) if sent by facsimile or email, when a complete and legible copy of the relevant communication, whether that sent by facsimile or email (as the case may be) or a hard copy sent by post or delivered by hand, has been received at the appropriate address; and

d) if sent via any online computer processes established by the Plan Administrator, when that communication is registered by the system or acknowledged by the Participant, as the case may be.

12.3 Participants’ contact details: It is each Participant’s responsibility to keep the Plan Administrator updated with any change to address and other contact details for that Participant. By participating in the Plan, each Participant acknowledges and agrees that the Participant shall have no claim for compensation or otherwise for any loss suffered as a result of, or in connection with, a failure to keep contact details updated. Any notice or other communication given to a Participant by the Plan Administrator or any DB Group Company shall be validly given if sent to the last address validly notified to the Plan Administrator by the Participant (or in the absence of any such notification to the address that the Plan Administrator reasonably believes to be that Participant’s address, or to be that Participant’s address before any change of address which has not been validly notified to the Plan Administrator).

13 Applicable law and jurisdiction

Interpretation of these Plan Rules shall be governed by and construed in accordance with the laws of England and Wales to the exclusion of the rules on the conflict of laws. All disputes arising out of or in connection with this Award shall be subject to the exclusive jurisdiction of the courts of England and Wales.

21

The effective date of this document is March 1, 2022.

These Plan Rules (as may be amended from time to time) apply to all Awards granted on or after this Date and before Plan Rules are issued with a later effective date which will supersede and replace these Plan Rules in relation to future grants of Awards.

22

Exhibit 8.1