Deutsche Bank Announces Pricing of Its Previously Announced Tender Offers

Deutsche Bank Aktiengesellschaft (“Deutsche Bank”) announced today the pricing for its previously announced cash tender offers for up to $2.0 billion aggregate principal amount of its outstanding notes, in each case at a purchase price determined in accordance with the procedures of a modified “Dutch Auction”, as described in the associated Offer to Purchase dated February 12, 2016. The offers (the “Offers”, and each an “Offer”) are comprised of:

• an Offer (the “First Tranche Offer”) to purchase up to $500 million (subject to increase, the “First Tranche Tender Cap”) aggregate principal amount of the “First Tranche Notes” set forth in the table below;
• an Offer (the “Second Tranche Offer”) to purchase up to $750 million (subject to increase, the “Second Tranche Tender Cap”) aggregate principal amount of the “Second Tranche Notes” set forth in the table below;
• an Offer (the “Third Tranche Offer”) to purchase up to $600 million (subject to increase, the “Third Tranche Tender Cap”) aggregate principal amount of the “Third Tranche Notes” set forth in the table below;
• an Offer (the “Fourth Tranche Offer”) to purchase up to $150 million (subject to increase, the “Fourth Tranche Tender Cap” and together with the First Tranche Tender Cap, the Second Tranche Tender Cap and the Third Tranche Tender Cap, the “Tender Caps”) aggregate principal amount of the “Fourth Tranche Notes” set forth in the table below.

Holders of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase are eligible to receive the “Full Tender Offer Consideration” specified in the table below, which includes the Early Tender Payment (as defined in the Offer Documents). In addition to the Full Tender Offer Consideration, Holders of Notes accepted for purchase will receive Accrued Interest (as defined in the Offer Documents) on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date (as defined in the Offer Documents).

Deutsche Bank expects to settle all Notes shown as accepted in the table above on March 1, 2016.

The Offers are described in the Offers to Purchase dated February 12, 2016, the related Letter of Transmittal dated February 12, 2016, and the press release issued by Deutsche Bank on February 12, 2016 (together, the “Offer Documents”), previously sent to holders of the Notes. Capitalized terms used in this press release and not defined herein have the meanings given to them in the Offer Documents. Except as described above, the Offers are not modified by this announcement. The Offers will expire at 11:59 p.m., New York City time, on March 11, 2016.

Deutsche Bank’s affiliate, Deutsche Bank Securities Inc., is serving as Dealer Manager in connection with the Offers. For additional information regarding the terms of the Offers, please contact: Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect). Requests for the Offer Documents may be directed to Global Bondholder Services Corporation, which is acting as the Tender Agent and Information Agent for the Offers, at (212) 430-3774 or (866) 470-3700 (toll-free).

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFERS TO PURCHASE ARE BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF THE OFFERS THAT HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFERS TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFERS WILL BE DEEMED TO BE MADE ON BEHALF OF THE OFFEROR BY THE DEALER MANAGER, IF THE DEALER MANAGER IS A LICENSED BROKER OR A DEALER UNDER THE LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

NEITHER THIS PRESS RELEASE NOR THE OFFER DOCUMENTS CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE WITH RESPECT TO ANY DEBT SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR PURCHASE WOULD BE UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. DEUTSCHE BANK HAS FILED A SHELF REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) PURSUANT TO WHICH ANY OFFERING OF DEBT SECURITIES REFERRED TO ABOVE WOULD BE MADE. IN CONNECTION WITH THE COMMENCEMENT OF ANY SUCH OFFERING, DEUTSCHE BANK WILL FILE A PROSPECTUS SUPPLEMENT WITH THE SEC.

About Deutsche Bank

Deutsche Bank provides commercial and investment banking, retail banking, transaction banking and asset and wealth management products and services to corporations, governments, institutional investors, small and medium-sized businesses, and private individuals. Deutsche Bank is Germany’s leading bank, with a strong position in Europe and a significant presence in the Americas and Asia Pacific. Additional information about Deutsche Bank is available at www.db.com.

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