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Deutsche Bank : 6th Supplement Registration Document 2025with consolidated Registration Document as supplemented
Deutsche Bank : 6th Supplement Registration Document 2025with consolidated Registration Document as
About this update from Deutsche Bank Ag
SIXTH SUPPLEMENT DATED 5 MAY 2026 TO THE REGISTRATION DOCUMENT FOR SECONDARY ISSUANCES OF NON-EQUITY SECURITIES DATED 6 MAY 2025, AS SUPPLEMENTED BY THE FIRST SUPPLEMENT DATED 30 JULY 2025, THE SECOND SUPPLEMENT DATED 5 NOVEMBER 2025, THE THIRD SUPPLEMENT DATED 17 NOVEMBER 2025, THE FOURTH SUPPLEMENT DATED 6 FEBRUARY 2026 AND THE FIFTH SUPPLEMENT DATED 17 MARCH 2026 Deutsche Bank Aktiengesellschaft (Frankfurt am Main, Federal Republic of Germany) This document constitutes the sixth supplement (the " Supplement ") to the registration document for secondary issuances of non-equity securities dated 6 May 2025, as supplemented by the first supplement dated 30 July 2025 (the " First Supplement "), the second supplement dated 5 November 2025 (the " Second Supplement "), the third supplement dated 17 November 2025 (the " Third Supplement ") and the fourth supplement dated 6 February 2026 (the " Fourth Supplement ") and the fifth supplement dated 17 March 2026 (the " Fifth Supplement ") (the " Registration Document ") which has been prepared by Deutsche Bank Aktiengesellschaft (" Deutsche Bank AG " or " Deutsche Bank " or the " Bank " or the " Issuer " or " we " or " our ") pursuant to Art. 10 (1), Art. 23 (1) and Art. 23 (5) of Regulation (EU) 2017/1129 (as amended from time to time, the " Prospectus Regulation "). Deutsche Bank and its consolidated subsidiaries are hereinafter referred to as " Deutsche Bank Group " or the " Group ". This Supplement should be read in conjunction with the Registration Document, including the documents incorporated by reference therein. The terms used in this Supplement have the same meaning as the terms used in the Registration Document. The purpose of this Supplement is to update the disclosure on the Issuer contained in the Registration Document, in particular following the publication of the earnings report as of 31 March 2026 of the Issuer (the " Q1 2026 Earnings Report ") on 29 April 2026. The Issuer accepts responsibility for the information contained in this Supplement (including any information incorporated by reference in the Registration Document by this Supplement). To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Supplement (including any information incorporated by reference in the Registration Document by this Supplement) is in accordance with the facts and does not omit anything likely to affect the import of such information. This Supplement and the Q1 2026 Earnings Report will be published in electronic form on the website of the Luxembourg Stock Exchange ( https://www.luxse.com ) and on the website of the Issuer ( https://www.db.com under "Investor Relations"). This Supplement relates to the prospectuses, as supplemented from time to time (the " Prospectuses "), constituted from (i) the Registration Document and (ii) the following securities notes: Wertpapierbeschreibung für Endlos-Zertifikate vom 19. Mai 2025 (Securities Note for Perpetual Certificates dated 19 May 2025); Securities Note for Certificates, Warrants and Notes dated 19 June 2025; Securities Note for the Euro 80,000,000,000 Debt Issuance Programme dated 24 June 2025; Wertpapierbeschreibung für Optionsscheine vom 25. Juni 2025 (Securities Note for Warrants dated 25 June 2025); Wertpapierbeschreibung für Schuldverschreibungen vom 25. Juni 2025 (Securities Note for Notes dated 25 June 2025); Wertpapierbeschreibung für Zertifikate vom 25. Juni 2025 (Securities Note for Certificates dated 25 June 2025); Securities Note for Certificates dated 25 June 2025; Securities Note for Notes dated 25 June 2025; Securities Note for Warrants dated 25 June 2025; Wertpapierbeschreibung für die Fortsetzung des öffentlichen Angebots von X-Pert-Zertifikaten vom 12. August 2025 (Securities Note for the continuation of the public offer of X-Pert Certificates dated 12 August 2025); Securities Note for the Euro 35,000,000,000 Structured Covered Bond Programme dated 14 November 2025; Securities Note for Credit Linked Securities dated 16 December 2025. Any investor who had already agreed to purchase or subscribe for any securities to be issued pursuant to the Prospectuses before this Supplement was published may withdraw from its purchase or subscription pursuant to Art. 23 (2) of the Prospectus Regulation as a result of the publication of this Supplement on or before 11 May 2026, provided that the significant new factor, material mistake or material inaccuracy referred to in Art. 23 (1) of the Prospectus Regulation arose or was noted before the closing of the offer period or the delivery of the securities, whichever occurs first. Any investor who wishes to exercise its right of withdrawal may contact Deutsche Bank AG, Taunusanlage 12, 60325 Frankfurt am Main, Germany. The Issuer has requested the Commission de Surveillance du Secteur Financier (the " CSSF ") to provide the competent authority in Germany with a certificate of approval (a " Notification ") attesting that this Supplement has been drawn up in accordance with the Prospectus Regulation. The Issuer may request the CSSF to provide competent authorities in additional Member States within the European Economic Area (the " EEA ") with a Notification. Following the publication of the Q1 2026 Earnings Report by the Issuer on 29 April 2026, the disclosure on the Issuer contained in the Registration Document is amended by this Supplement as set out in Annex 1 to this Supplement: The strikethrough text in red is deleted from the Registration Document by this Supplement and the underlined text in blue is inserted in the Registration Document by this Supplement. In accordance with Art. 23 (6) of the Prospectus Regulation, the Issuer provides as Annex 2 to this Supplement a consolidated version of the Registration Document as amended by this Supplement. TO THE EXTENT THAT THERE IS ANY INCONSISTENCY BETWEEN (A) ANY STATEMENT IN THIS SUPPLEMENT AND (B) ANY STATEMENT IN, OR INCORPORATED BY REFERENCE IN, THE REGISTRATION DOCUMENT, THE STATEMENT IN (A) ABOVE SHALL PREVAIL. Annex 1 Amendments to the Registration Document by this Supplement Registration Document for Secondary Issuances of Non-Equity Securities 6 May 2025 Deutsche Bank Aktiengesellschaft (Frankfurt am Main, Federal Republic of Germany) This document constitutes a registration document for secondary issuances of non-equity securities (the " Registration Document "), which has been prepared by Deutsche Bank Aktiengesellschaft (" Deutsche Bank AG " or " Deutsche Bank " or the " Bank " or the " Issuer " or " we " or " our ") pursuant to Art. 6 (3) and Art. 14 of Regulation (EU) 2017/1129 as amended from time to time (the " Prospectus Regulation ") and Art. 9 of Commission Delegated Regulation (EU) 2019/980. Deutsche Bank and its consolidated subsidiaries are hereinafter referred to as " Deutsche Bank Group " or the " Group ". Deutsche Bank AG is the parent company of Deutsche Bank Group and its most material component. Deutsche Bank AG is fully integrated in the initiatives and target setting of Deutsche Bank Group. Therefore, information that has been provided regarding Deutsche Bank Group in this document in general also is relevant and applies to Deutsche Bank AG, and vice versa. Additional information that facilitates an understanding of Deutsche Bank AG is contained in the respective sections. This Registration Document has been approved by the Commission de Surveillance du Secteur Financier (the " CSSF ") of the Grand Duchy of Luxembourg as competent authority under the Prospectus Regulation in line with the provisions of Art. 6 (4) of the Luxembourg Law on Prospectuses for securities. In accordance with Art. 25 (1) of the Prospectus Regulation, the Issuer has requested the CSSF to provide the competent authority in Germany with a certificate of approval attesting that this Registration Document has been drawn up in accordance with the Prospectus Regulation (a " Notification "). The Issuer may request the CSSF to provide competent authorities in additional member states within the European Economic Area (the " EEA ") with further Notifications. This Registration Document will be valid for a period of twelve months following the date of its approval and will expire on 6 May 2026. It reflects the status as of its date of approval. The obligation to supplement this Registration Document pursuant to Art. 23 of the Prospectus Regulation in the event of a significant new factor, material mistake or material inaccuracy shall not apply once this Registration Document is no longer valid. This Registration Document and all documents incorporated by reference in this Registration Document will be published in electronic form on the website of the Luxembourg Stock Exchange ( https://www.luxse.com ) and on the website of the Issuer ( https://www.db.com under "Investor Relations"). This Registration Document does not constitute an offer of or an invitation by or on behalf of Deutsche Bank to subscribe for or purchase any securities and should not be considered as a recommendation by Deutsche Bank that any recipient of this Registration Document should subscribe for or purchase any securities Deutsche Bank may issue. No person has been authorized by Deutsche Bank to give any information or to make any representation other than those contained in this Registration Document or consistent with this Registration Document. If given or made, any such information or representation should not be relied upon as having been authorized by Deutsche Bank. TABLE OF CONTENTS Page Risk Factors 6 Risks Relating to the Macroeconomic, Geopolitical and Market Environment 6 Risks Relating to Deutsche Bank's Strategy and Business 9 Risks Relating to Regulation and Supervision 13 Risks Relating to Deutsche Bank's Internal Control Environment 18 Risks Relating to Technology, Data and Innovation 20 Risks Relating to Litigation, Regulatory Enforcement Matters, Investigations and Tax Examinations 21 Risks Relating to Climate Change and Other Risks Relating to Environmental, Social and Governance (ESG)-Related Matters 26 Other Risks 28 Persons Responsible, Third Party Information and Competent Authority Approval 34 Persons Responsible 34 Third Party Information 34 Competent Authority Approval 34 Statutory Auditors 35 Information about Deutsche Bank 35 Business Overview 35 Trend Information 40 Statement of no Material Adverse Change 40 Statement of no Significant Change in Financial Performance 40 Recent Developments 40 Outlook 40 Administrative, Management and Supervisory Bodies and Senior Management 45 Major Shareholders 48 Financial Information Concerning Deutsche Bank's Assets and Liabilities, Financial Position and Profits and Losses 48 Financial Statements 48 Auditing of Annual Financial Information 48 Interim Financial Information 49 Legal and Arbitration Proceedings 49 Statement of no Significant Change in Financial Position 57 Regulatory Disclosures 57 Material Contracts 57 Documents Available 57 Information Incorporated by Reference 58 Appendix 1 - Information for the Purposes of Art. 26 (4) of Regulation (EU) 2017/1129 63