Deutsche Bank : Registration Document 2026

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Registration Document for Retail Non-Equity Securities 5 May 2026 Deutsche Bank Aktiengesellschaft (Frankfurt am Main, Federal Republic of Germany) This document constitutes a registration document for retail 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) of Regulation (EU) 2017/1129 as amended from time to time (the " Prospectus Regulation ") and Art. 7 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 5 May 2027. 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of a significant new factor, material mistake or material inaccuracy shall not apply once this Registration Document is no longer valid.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 4 Risks Relating to the Macroeconomic, Geopolitical and Market Environment 4 Risks Relating to Deutsche Bank's Strategy and Business 7 Risks Relating to Regulation and Supervision 10 Risks Relating to Deutsche Bank's Internal Control Environment 16 Risks Relating to Technology, Data and Innovation 17 Risks Relating to Litigation, Regulatory Enforcement Matters, Investigations and Tax Examinations 19 Risks Relating to Climate Change and Other Risks Relating to Environmental, Social and Governance (ESG)-Related Matters 24 Other Risks 25 Persons Responsible, Third Party Information and Competent Authority Approval 31 Persons Responsible 31 Third Party Information 31 Competent Authority Approval 32 Statutory Auditors 32 Information about Deutsche Bank 32 History and Development of the Issuer 32 Legal and Commercial Name, Registered Office 32 Credit Ratings 32 Financing of the Issuer's Activities 33 Statement of no Material Changes in Borrowing and Funding Structure 34 Business Overview 34 Principal Activities 34 Corporate Bank 36 Investment Bank 37 Corporate & Other 37 Organisational Structure 38 Trend Information 38 Statement of no Material Adverse Change 38 Statement of no Significant Change in Financial Performance 38 Recent Developments 38 Outlook 38 Administrative, Management and Supervisory Bodies 42 Major Shareholders 44 Financial Information Concerning Deutsche Bank's Assets and Liabilities, Financial Position and Profits and Losses 44 Historical Financial Information 44 Interim Financial Information 45 Auditing of Historical Annual Financial Information 45 Legal and Arbitration Proceedings 45 Statement of no Significant Change in Financial Position 53 Additional Information 53 Share Capital 53 Articles of Association 53 Material Contracts 53 Documents Available 53 Information Incorporated by Reference 53 Appendix 1 - Information for the Purposes of Art. 26 (4) of Regulation (EU) 2017/1129 57 ‌RISK FACTORS This section describes the specific risks with regard to Deutsche Bank that affect its ability to meet its obligations as issuer of debt securities. The risk factors are divided into eight categories, each indicated in this section by a title (in bold italic font ), according to their nature. Within the different categories, each individual risk factor is indicated by a heading (in bold regular font ) with the most significant risks being listed first in each category. The assessment of materiality was made based on the probability of their occurrence and the expected extent of their negative impact on the ability to meet the obligations as issuer of debt securities. Subsequent risk factors in the same category are not necessarily ranked in order of materiality. Investors should consider the following specific and material risk factors, in addition to the other information and risk factors contained in the relevant prospectus, when deciding to purchase securities of Deutsche Bank. The occurrence of the following risks may have a material adverse effect on the net assets, financial position, and results of operations of Deutsche Bank and thus impair its ability to fulfil its obligations under debt securities to investors. ‌Risks Relating to the Macroeconomic, Geopolitical and Market Environment Macroeconomic and financial market conditions: Deutsche Bank is materially affected by global macroeconomic and market conditions. Significant challenges may arise from evolving global trade tensions, political instability, asset deterioration, market volatility and a deteriorating macroeconomic environment. These risks could negatively affect the business environment, leading to weaker economic activity and a broader correction in the financial markets. Materialization of these risks could negatively affect Deutsche Bank's results of operations and financial condition as well as Deutsche Bank's ability to achieve its strategic plans and financial targets. Deutsche Bank takes steps to manage these risks through its risk management and hedging activities but remains exposed to these macroeconomic and market risks. The macroeconomic and market environment in 2025 was defined by persistent uncertainty, policy divergence, and heightened volatility factors that collectively shaped the risk landscape for Deutsche Bank and its stakeholders. This included a significant escalation in global trade tensions, particularly in the first half of the year following the U.S. administration's announcement of sweeping "reciprocal" tariffs and with even more punitive measures targeted at China, along with ongoing uncertainty around Russia's war in Ukraine and global divergence on central banks' monetary policies which have led to significant currency movements. In Europe, uncertainty around political stability and fiscal positions for certain larger economies led to sovereign credit rating downgrades and pressure on bond yields which could have a negative impact on the economy and ultimately impact the creditworthiness of European clients. Although the U.S. economy expects growth in 2026, inflation is expected to remain elevated in the near term and slower labor force growth could devalue or create volatility in the U.S. dollar exchange rate, which could negatively impact Deutsche Bank's revenues and results of operations. The macroeconomic and market environment in the first quarter of 2026 resulted in a decline in global risk sentiment, driven primarily by geopolitical tensions due to the Middle East conflict, along with ongoing challenges in the global economic and monetary policy backdrop. This has triggered the risk of stagflation across global markets, increased inflation expectations, interest rate pricing and cross-asset correlations. Increases in oil and gas prices have raised the risk of renewed inflationary pressures and fiscal deficits have widened across major economies. If sustained, higher energy prices could further constrain real incomes, weaken demand, and lead central banks to pursue tighter policy stances for longer. This could have an adverse effect on Deutsche Bank's asset valuations, borrower affordability and credit quality, particularly in energy-intensive sectors and regions with high import dependence such as Europe and Asia. Germany and other large European economies remain exposed to higher energy costs, decline in external demand and competitiveness challenges, which could have a negative impact on growth, investment activity and credit quality. While U.S. economic activity has been supported by technology-driven investment and relatively high energy independence, potential increases in interest rates, fiscal constraints and geopolitical uncertainty increase the risk of a slowdown, which could impact global markets. These risks could adversely affect Deutsche Bank's loan growth, increase credit losses and impact Deutsche Bank's ability to achieve its strategic goals. Germany stagnated and there was weak growth across Europe during 2025 as market activity and sentiment was impacted by the escalating trade conflict with the U.S. and increased competition with China, especially in the automotive sector. In 2026, external headwinds are expected to remain, inflationary pressures from fiscal easing and a tightening labor market may lead to inflation risks and pressure on the ECB to raise interest rates. These risks could have a negative impact on the European economy and adversely affect Deutsche Bank's loan growth and ability to achieve its strategic goals. Large-cap technology stocks have fueled concerns about a potential AI-driven bubble. Gold reached record highs as investors sought safe havens amid persistent uncertainty, while long-term bond yields fluctuated in response to shifting fiscal and political dynamics. Volatility or sharp declines or market corrections in asset prices and bond yields could adversely impact Deutsche Bank's profitability and result in financial losses. Technology-related risks have become increasingly intertwined with macroeconomic and market dynamics. Concerns around artificial intelligence-driven asset valuations, the sustainability of capital expenditure, and the pace of business model disruption have contributed to sector-specific equity weakness and increased investor caution. A disorderly correction or sector-specific downturn could impact Deutsche Bank's credit portfolios, private capital exposures and underwriting pipelines, resulting in a negative impact on Deutsche Bank's revenues and financial results. Commercial real estate (" CRE" ) remains a key risk for potential increases in provisions for credit losses, with refinancing challenges and price stabilization still uncertain, particularly in the U.S. Significant impairment risk remains depending on property types and regions (e.g., U.S. office space on the West Coast). CRE also remains a key risk with refinancing challenges and the risk of fluctuation and uncertainty in collateral values, particularly in the U.S. West Coast office space. This could result in Deutsche Bank experiencing loan loss provisions higher than expected. Private credit and activities from non-bank financial institutions (" NBFI" ), continued to face pressure from higher interest rates, refinancing risks, and subdued investor sentiment and continued to remain in high focus of investors and tighter liquidity conditions which could raise the risk of idiosyncratic credit events and impact broader market conditions. Failures of a select number of sub-prime lenders in the U.S. increased investor focus on risks associated with private credit and raised wider concerns around underwriting standards and fraud risk. Although Deutsche Bank's risk exposures related to NBFIs are conservatively structured, Deutsche Bank could face potential indirect credit risks through interconnected portfolios and counterparties. Overall, the aforementioned risks either in isolation or in combination with other risk factors such as the potential escalation of geopolitical risks, the aforementioned risks could lead to a deterioration in Deutsche Bank's portfolio quality and higher than expected credit losses as well as increased capital and liquidity demands if clients draw down more than expected on funding lines. Higher volatility in financial markets could lead to increased margin calls, higher market risk RWA and elevated valuation reserves. Negative impacts on investor appetite may also impact the Deutsche Bank's ability to distribute and de-risk capital market commitments, which could potentially result in losses as well as making pricing and hedging more challenging and costly. Higher volatility in capital markets amidst the challenging macro environment could also lead to as well as increased inherent risks in several operational risks including transaction processing, internal and external fraud. It also increases the risk of idiosyncratic counterparty events both directly and indirectly, for example shortfalls under securities financing transactions. These risks could have a material adverse impact on Deutsche Bank's financial results and ability to meet its 2028 financial targets and capital objectives. If multiple downside risks such as renewed trade tensions, fiscal instability, or disorderly market corrections were to materialize simultaneously, these risks could have a material adverse impact on Deutsche Bank's financial results and ability to meet its 2028 financial targets and capital objectives. Geopolitical and political risks: A number of geopolitical and political risks and events could negatively affect Deutsche Bank's business environment, including weaker economic activity, financial market corrections, or compliance risks which could reduce Deutsche Bank's ability to achieve its 2028 financial targets. Geopolitical developments continue to present a complex and evolving risk landscape that may affect Deutsche Bank's operating environment, market performance, and the achievement of its 2028 financial targets. During the first quarter of 2026 geopolitical developments have led to a worsening in global risk conditions and continue to present uncertainty in an evolving risk landscape that may affect Deutsche Bank's operating environment and financial results.

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