NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014

23 November 2023. Deutsche Bank Aktiengesellschaft (in its capacity as the entity making the Offers, the Offeror) announces today the results of its invitations to holders of the outstanding series of Trust Preferred Securities described below (each a Series and together the Trust Preferred Securities) to tender any and all of their Trust Preferred Securities for purchase by the Offeror for cash (each such invitation an Offer and together the Offers). The Offers were made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 9 November 2023 (the Tender Offer Memorandum) prepared by the Offeror.  Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Details of the Trust Preferred Securities and Results

As at the Expiration Deadline, the Offeror had received valid tenders of (i) €148,002,000 in aggregate Liquidation Preference Amount of the DPFT I Trust Preferred Securities; and (ii) €144,077,000 in aggregate Liquidation Preference Amount of the DPFT III Trust Preferred Securities. The Offeror announces that it has decided to accept for purchase all Trust Preferred Securities validly tendered pursuant to the Offers.

The Offeror will pay a Purchase Price for those Trust Preferred Securities accepted for purchase pursuant to the relevant Offer equal to: (i) in the case of the DPFT I Trust Preferred Securities, 77.00 per cent. of the Liquidation Preference Amount of the relevant DPFT I Trust Preferred Securities; and (ii) in the case of the DPFT III Trust Preferred Securities, 77.00 per cent. of the Liquidation Preference Amount of the relevant DPFT III Trust Preferred Securities.

The Offeror will also pay an Accrued Capital Payment Amount in respect of any Trust Preferred Securities accepted for purchase pursuant to the Offers.

A summary of the final results for the Offers appears below.
 

Description of the Trust Preferred Securities	ISIN / Common Code / Fonds Code / WKN	Purchase Price*	Amount accepted pursuant to the relevant Offer
€300,000,000 Noncumulative Trust Preferred Securities issued by Deutsche Postbank Funding Trust I (the DPFT I Trust Preferred Securities)	DE000A0DEN75 / 020467568 / 11648 / A0DEN7	77.00 per cent.	€148,002,000
€300,000,000 Noncumulative Trust Preferred Securities issued by Deutsche Postbank Funding Trust III (the DPFT III Trust Preferred Securities)	DE000A0D24Z1 / 021988391 / 11709 / A0D24Z	77.00 per cent.	€144,077,000
*            As a percentage of the Liquidation Preference Amount of the relevant Trust Preferred Securities.

General
The expected Settlement Date for the Offers is 29 November 2023.

Deutsche Bank Aktiengesellschaft is acting as Dealer Manager (Telephone: +44 20 7545 8011; Attention: Liability Management Group) and Kroll Issuer Services Limited is acting as Tender Agent (Telephone: +44 20 7704 0880; Attention: Arlind Bytyqi / Jacek Kusion; Email: db@is.kroll.com; Tender Offer Website : https://deals.is.kroll.com/deutschepostbank).

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum.  No offer or invitation to acquire any securities is being made pursuant to this announcement.  The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by the Offeror, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

This announcement is released by Deutsche Bank Aktiengesellschaft and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Christian Streckert, Director at Deutsche Bank Aktiengesellschaft.